##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal period ended September 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 1-14007





SONIC FOUNDRY, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|MARYLAND                                                       |  | 39-1783372                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |                            
|---------------------------------------- |  | ---------------------------
|222 W. Washington Ave, Madison, WI 53703 |  | (608) 443-1600             
|(Address of principal executive offices) |  | (Issuers telephone number)





Securities registered
pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock par
value $0.01 per share





Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes   ̈    No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes   ̈    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈    Accelerated filer   ̈    Non-accelerated filer   ̈    Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes   ̈    No  x

The aggregate market value of the registrants common stock held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the Registrants most recently completed second fiscal quarter was approximately $19,000,000.

The number of
shares outstanding of the registrants common equity was 35,601,670 as of December 3, 2008.

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the Proxy Statement for the 2008 Annual Meeting of Stockholders are incorporated by reference into Part III. A definitive Proxy
Statement pursuant to Regulation 14A will be filed with the Commission no later than January 28, 2009.









---

##### Table of Contents

|         |  |                                                                                                              |  |         
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | --------
|         |  | TABLE OF CONTENTS                                                                                            |  | PAGE NO.
|         |  |                                                                                                             
|         |  | PART I                                                                                                       |  |         
|         |  |                                                                                                             
|Item 1.  |  | Business                                                                                                     |  | 3       
|Item 1A. |  | Risk Factors                                                                                                 |  | 15      
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 25      
|Item 2.  |  | Properties                                                                                                   |  | 25      
|Item 3.  |  | Legal Proceedings                                                                                            |  | 25      
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                          |  | 25      
|         |  |                                                                                                             
|         |  | PART II                                                                                                      |  |         
|         |  |                                                                                                             
|Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 26      
|Item 6.  |  | Selected Consolidated Financial Data                                                                         |  | 29      
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 30      
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 40      
|Item 8.  |  | Consolidated Financial Statements and Supplementary Data:                                                    |  | 41      
|         |  | Report of Grant Thornton LLP, Independent Registered Public Accounting Firm                                  |  | 41      
|         |  | Consolidated Balance Sheets                                                                                  |  | 42      
|         |  | Consolidated Statements of Operations                                                                        |  | 43      
|         |  | Consolidated Statements of Stockholders Equity                                                              |  | 44      
|         |  | Consolidated Statements of Cash Flows                                                                        |  | 45      
|         |  | Notes to Consolidated Financial Statements                                                                   |  | 46      
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 61      
|Item 9A. |  | Controls and Procedures                                                                                      |  | 61      
|Item 9B. |  | Other Information                                                                                            |  | 62      
|         |  |                                                                                                             
|         |  | PART III                                                                                                     |  |         
|         |  |                                                                                                             
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 62      
|Item 11. |  | Executive Compensation                                                                                       |  | 63      
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 63      
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 63      
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 63      
|         |  |                                                                                                             
|         |  | PART IV                                                                                                      |  |         
|         |  |                                                                                                             
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 64      



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008

When used in this Report, the words anticipate, expect, plan, believe, seek, estimate and
similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements about the features, benefits and performance of our Rich Media products, our
ability to introduce new product offerings and increase revenue from existing products, expected expenses including those related to selling and marketing, product development and general and administrative, our beliefs regarding the health and
growth of the market for Rich Media products, anticipated increase in our customer base, expansion of our products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy of
liquidity and capital resources, and expected growth in business. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but
are not limited to, market acceptance for our products, our ability to attract and retain customers and distribution partners for existing and new products, our ability to control our expenses, our ability to recruit and retain employees, the
ability of distribution partners to successfully sell our products, legislation and government regulation, shifts in technology, global and local business conditions, our ability to effectively maintain and update our products and service portfolio,
the strength of competitive offerings, the prices being charged by those competitors, and the risks discussed elsewhere herein. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

PART I



|ITEM 1. | BUSINESS
|------- | --------

Who We Are

Sonic Foundry, Inc. is a technology leader in the emerging web communications marketplace, providing enterprise
solutions for more than 1,500 customers in education, business and government. Powered by our core solution Mediasite®, the patented webcasting platform which automates the recording,
management, delivery and search of lectures, online training and briefings, Sonic Foundry empowers people to transform the way they communicate. Through the Mediasite platform and its Events Services group, the company helps customers connect a
dynamic, evolving world of shared knowledge and envisions a future where learners and workers around the globe use webcasting to bridge time and distance, accelerate research and improve performance.

The Mediasite solution family includes:



| |  | Mediasite Recorders to capture multimedia presentations
|- |  | -------------------------------------------------------



| |  | Mediasite EX Server Platform to stream, archive and manage online presentation content
|- |  | --------------------------------------------------------------------------------------



| |  | Sonic Foundry Services to provide hosting, event webcasting, training, installation and custom development
|- |  | ----------------------------------------------------------------------------------------------------------



| |  | Mediasite Customer Assurance to provide annual hardware and software maintenance and technical support
|- |  | ------------------------------------------------------------------------------------------------------

Currently, we have nearly 3,000 Mediasite Recorders installed in presentation venues around the world. These Recorders are capturing hundreds of thousands of rich media
presentation hours for our customers.

Sonic Foundry, Inc., the parent company of Sonic Foundry Media Systems, Inc., our web communications business, was
founded in 1991, incorporated in Wisconsin in March 1994 and merged into a Maryland corporation of the same name in October 1996. Our executive offices are located at 222 West Washington Ave., Madison, Wisconsin, 53703 and our telephone number is
(608) 443-1600. Our corporate website is www.sonicfoundry.com. We make available, free of charge, at the Investor Information section of our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and amendments to reports required to be filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after the filing of such reports with the Securities and Exchange
Commission.



3



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Market Need

Every organization faces a fundamental need to communicate information efficiently to individuals who need it. Universities and colleges need to connect lecturers with students for advanced learning. Corporations strive for successful
communication and collaboration between colleagues to provide value to customers. Government agencies must keep partners, stakeholders and constituents informed to operate effectively.

And yet, significant communication challenges remain, including:

Ensuring student retention and academic success



| |  | Enabling students to review complicated material repeatedly at their convenience
|- |  | --------------------------------------------------------------------------------



| |  | Capturing complex graphics where visual clarity is essential for learning
|- |  | -------------------------------------------------------------------------



| |  | Providing distance learners with the same quality education as on-campus students
|- |  | ---------------------------------------------------------------------------------



| |  | Helping adult students balance career, family and education
|- |  | -----------------------------------------------------------



| |  | Increasing enrollment without new classrooms and facilities
|- |  | -----------------------------------------------------------

Connecting with a geographically-dispersed audience



| |  | Simultaneously addressing people in multiple locations
|- |  | ------------------------------------------------------



| |  | Holding meetings where it is not feasible for everyone to attend
|- |  | ----------------------------------------------------------------



| |  | Transmitting timely information that is crucial for all employees to receive
|- |  | ----------------------------------------------------------------------------



| |  | Requiring employees, regardless of time zone or schedule, to attend company training sessions
|- |  | ---------------------------------------------------------------------------------------------

Improving productivity and corporate logistics



| |  | Reducing travel expenses and carbon footprints
|- |  | ----------------------------------------------



| |  | Eliminating the need to repeat the same presentation to different audiences
|- |  | ---------------------------------------------------------------------------



| |  | Allowing participants to avoid leaving their desks to go to a meeting space
|- |  | ---------------------------------------------------------------------------



| |  | Maintaining employee productivity while in training
|- |  | ---------------------------------------------------



| |  | Increasing retention by avoiding distractions, interruptions or absence
|- |  | -----------------------------------------------------------------------



| |  | Reducing repeated costs for printing, mailing and meeting expenses
|- |  | ------------------------------------------------------------------

Coordinating multiple project teams



| |  | Keeping everyone on the same page at the same time
|- |  | --------------------------------------------------



| |  | Reducing time off task to get new hires trained
|- |  | -----------------------------------------------



| |  | Documenting past meeting content for later review
|- |  | -------------------------------------------------



| |  | Preserving organizational initiatives by preventing false starts and forgotten directives
|- |  | -----------------------------------------------------------------------------------------

Avoiding cumbersome and restrictive technologies



| |  | Maintaining the way presenters present without requiring them to have technical expertise in presentation systems
|- |  | -----------------------------------------------------------------------------------------------------------------



| |  | Capturing and sharing knowledge in real-time without pre-authoring or pre-uploading of content or needing substantial post-production time
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  | Removing the need for significant time and specialized expertise to manage existing presentation systems
|- |  | --------------------------------------------------------------------------------------------------------

The Mediasite Solution

Sonic Foundrys technology is changing
the way organizations share and use information. The Mediasite solution family includes:



| |  | Mediasite Recorders to capture multimedia presentations
|- |  | -------------------------------------------------------



| |  | Mediasite EX Server Platform to stream, archive and manage online presentation content
|- |  | --------------------------------------------------------------------------------------



| |  | Sonic Foundry Services to provide managed services, event webcasting, training, installation, and custom development
|- |  | --------------------------------------------------------------------------------------------------------------------



| |  | Mediasite Customer Assurance to provide annual hardware and software maintenance and technical support
|- |  | ------------------------------------------------------------------------------------------------------



4



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Mediasite Recorders streamline the recording and creation of multimedia presentations for people who need to
share their information or message with others. Mediasite Recorders capture all the elements of a multimedia presentationvideo, audio and high-resolution presentation graphicsand combine these into an interactive media-rich presentation
that can be immediately viewed via the web. The simple workflow of the Mediasite Recorder is unobtrusive and instantaneous allowing presenters to share their knowledge online without changing how they normally present and without requiring
time-consuming content production. We offer Mediasite Recorders for the following environments:



| |  | A room-based Mediasite Recorder (RL Series) for presentation facilities like conference and training rooms, lecture halls, auditoriums and classrooms
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | A mobile Mediasite Recorder (ML Series) for portability to off-site events, conferences, trade shows, or multiple venues throughout an organization
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Accompanying all Mediasite Recorders is the Mediasite Editor, a desktop software tool allowing users to edit their presentations, if
desired, before publishing them to the web.

Mediasite EX Server Platform is the unified platform for webcasting live and on-demand rich media
presentations captured by Mediasite Recorders. It greatly simplifies content management by providing a single system to schedule, organize, index, customize, secure and track recorded presentations. As online multimedia libraries grow, effective
management and security of this institutional knowledge becomes critical. Mediasite EX Server allows organizations to:



| |  | Save time and staffing by scheduling recurring presentations to be automatically recorded without an operator
|- |  | -------------------------------------------------------------------------------------------------------------



| |  | Automatically create customizable and searchable online content catalogs without web development or integration skills
|- |  | ----------------------------------------------------------------------------------------------------------------------



| |  | Secure presentations and Mediasite system access for authorized users
|- |  | ---------------------------------------------------------------------



| |  | Customize and brand their presentation content and incorporate audience interactivity through polls and Q&A
|- |  | -----------------------------------------------------------------------------------------------------------



| |  | Centrally monitor and report on viewing activity and systems use to see who is watching what presentations, when and for how long
|- |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  | Enable closed captioning for users with hearing disabilities
|- |  | ------------------------------------------------------------



| |  | Manage and remotely control Mediasite Recorders
|- |  | -----------------------------------------------



| |  | Integrate Mediasite content into other learning or course management systems, content management systems or custom portals
|- |  | --------------------------------------------------------------------------------------------------------------------------



| |  | Leverage existing network technologies for content distribution efficiency and performance
|- |  | ------------------------------------------------------------------------------------------



| |  | Reliably scale to meet the webcasting needs of departmental and enterprise-wide implementations alike
|- |  | -----------------------------------------------------------------------------------------------------



| |  | Choose the deployment model that best suits their environment, whether on-premise or hosted in the Sonic Foundry datacenter
|- |  | ---------------------------------------------------------------------------------------------------------------------------

Sonic Foundry Servicesenable organizations to quickly and easily take advantage of the Mediasite platform, without having to wade through the IT or network
complexities associated with their own infrastructure. Sonic Foundry Services include:



| |  | Hosting: The Companys pay-as-you-go service offerings provide hosting, delivery and management of online multimedia content using Sonic Foundrys
hosting data center and infrastructure. Managed services allow organizations of all sizes to jump start their web communications initiatives quickly and simply. They provide a low-risk way to implement online multimedia communications before
bringing hosting requirements in-house and can offer a hassle-free long-term solution.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Event Webcasting: A team of trained technicians work on-site or as project managers with event AV service providers to webcast rich media events, conferences
and meetings. Sonic Foundry hosts each customers customized online catalogs, which provide their audiences ongoing access to the recorded content.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Training: To maximize customers return on investments, skilled trainers provide the necessary knowledge transfer so organizations feel confident in
using, managing and leveraging Mediasites capabilities. On-site training is customized to specific requirements and skill levels, while online training provides convenient anytime access to a web-based catalog of training modules.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Installation: Sonic Foundry provides onsite services to integrate Mediasite within organizations existing AV and IT infrastructures.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



5



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



| |  | Custom Development: Sonic Foundry streamlines how Mediasite interfaces with internal policies, workflow and content delivery systems.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------

Mediasite Customer Assuranceprovides Mediasite customers annually renewable maintenance and support plans on their Mediasite
solutiongiving them access to Sonic Foundry technical expertise and Mediasite software updates. With a Mediasite Customer Assurance contract, customers are entitled to:



| |  | Software upgrades and updates for Mediasite Recorders and Servers
|- |  | -----------------------------------------------------------------



| |  | Unlimited technical support assistance
|- |  | --------------------------------------



| |  | Extension of their Recorder hardware warranty
|- |  | ---------------------------------------------



| |  | Advance Recorder hardware replacement
|- |  | -------------------------------------



| |  | Authorized access to the Mediasite Customer Assurance Portal where they can access software downloads, documentation, knowledge base articles, tutorials, online
training and technical resources at any time.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The majority of our customers purchase Mediasite Customer Assurance contracts when they
purchase Mediasite.

What Sets Mediasite Apart?



| |  | Easy to use We believe that presenters should not need to know anything about the technology that is facilitating their online communication.
One-button or even fully automated, schedule-based recording simplifies what has previously been a technical and complex workflow. As a result, presenters can present as they normally do, which enables non-technical, line of business and subject
matter experts to feel comfortable communicating via Mediasite. Similarly, viewers need nothing more than a web browser to watch Mediasite presentations.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Comprehensive content management We understand the need to bring order to a growing presentation library so content can be found, used, re-used and
re-purposed to derive maximum value. Organizations must find ways to manage that content, and Sonic Foundry believes a complete solution focuses not only on the recording of knowledge, but also the retention and management of that knowledge in a
system specifically designed for rich media. Mediasite automatically creates searchable online content catalogs that index and organize presentations with customizable playback experiences. With integration support leading enterprise directories,
all content can be secured to allow/deny access to specific groups or individuals based on roles and permissions. Mediasite also allows organizations to monitor and generate reports for every presentation and/or user of the system, letting them see
exactly who is watching what, when and how long.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Reliable  Whether starting at the department level with a couple rooms or at the enterprise level with a campus- or company-wide implementation,
Mediasite was developed to be the single platform to confidently and reliably scale to organizations webcasting needs. More than 1,500 customers around the world depend on Mediasite and its proven design to webcast critical information, enrich
daily communications and retain their organizational knowledge.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Interactive, rich media experience  The Mediasite experience takes into account different individual learning styles  auditory, visual and
kinesthetic  providing an interactive format that engages the viewer via different modalities to increase content comprehension and retention. We understand that learning materials and supporting visuals come in many different forms, and
Mediasite Recorders have flexible capture options supporting input from any laptop application, tablet PC, electronic whiteboard, document camera, medical instrumentation, and more. (Many other rich media communication solutions focus on PowerPoint
as the predominant source of e-learning or training content.) In addition, Mediasite includes the ability to incorporate polls, Q&A and links to other related reference materials supporting the learning process. For hearing-impaired viewers,
Mediasite supports the video closed captioning. In November 2006, the United States Patent and Trademark Office granted Sonic Foundry a patent on Mediasites unique method to capture and automatically index and synchronize what the presenter
says (audio and video) with visual aids (RGB-based presentation content) and instantly stream them both over the Internet.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Software as a Service (SaaS) deployment option To minimize IT challenges, network infrastructure issues and expertise required to install,
configure and maintain Mediasite within the enterprise, Sonic Foundrys hosted service option provides organizations a low-risk method of using the complete Mediasite platform within a state-of-the-art datacenter.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Customers and Applications

The Mediasite platform is rapidly emerging as the standard for capturing, archiving and delivering one-to-many multimedia presentations online. Popular applications in our primary vertical markets include:

Higher education



| |  | Online lectures: students review content outside of in-class instruction
|- |  | ------------------------------------------------------------------------



| |  | Distance learning: off-campus students learn remotely online
|- |  | ------------------------------------------------------------



| |  | Continuing education: professionals learn online or supplement classroom experiences
|- |  | ------------------------------------------------------------------------------------



| |  | Research and collaboration: present findings, facility training
|- |  | ---------------------------------------------------------------



| |  | Recruitment and orientation: campus tours, financial aid instructions
|- |  | ---------------------------------------------------------------------



| |  | University business: leadership meetings, alumnae relations
|- |  | -----------------------------------------------------------

Corporate



| |  | Executive communications: state of the enterprise speeches, all-hands meetings
|- |  | ------------------------------------------------------------------------------



| |  | Workforce development: training, HR briefings, policy documentation
|- |  | -------------------------------------------------------------------



| |  | Program management: technical training, research collaboration
|- |  | --------------------------------------------------------------



| |  | Sales and marketing: sales demonstrations, webinars, channel relations
|- |  | ----------------------------------------------------------------------



| |  | Customer support: product tutorials, self-guided troubleshooting
|- |  | ----------------------------------------------------------------



| |  | Investor relations: earnings calls, analyst briefings, annual reports
|- |  | ---------------------------------------------------------------------

Government



| |  | Program management: relief work, military coordination, emergency preparedness
|- |  | ------------------------------------------------------------------------------



| |  | Community outreach: committee meetings, public safety announcements
|- |  | -------------------------------------------------------------------



| |  | Training, workshops and events: just-in-time, on-demand and remote learning
|- |  | ---------------------------------------------------------------------------



| |  | Executive and legislative communications: constituent relations, public speeches, debates
|- |  | -----------------------------------------------------------------------------------------

Benefits and Value of Mediasite

In many cases, our customers deploy
Mediasite to easily and cost-effectively build large-scale knowledge libraries of presentations. Through interviews, many customers report the following benefits of Mediasite:

Cuts costs and boosts productivity



| |  | Reduces the need for travel and meeting accommodations
|- |  | ------------------------------------------------------



| |  | Eliminates the need to choose between meetings by allowing executives to time-shift
|- |  | -----------------------------------------------------------------------------------



| |  | Decreases work interruption and downtime while increasing the reach, retention and availability of important information
|- |  | ------------------------------------------------------------------------------------------------------------------------



| |  | Recaptures time that would have been spent repeating the same information to multiple audiences
|- |  | -----------------------------------------------------------------------------------------------



| |  | Keeps sales people informed while in the field interacting with customers
|- |  | -------------------------------------------------------------------------



| |  | Enables quick and efficient briefing of time-sensitive information to employees, regardless of geographic location
|- |  | ------------------------------------------------------------------------------------------------------------------

Enhances academic learning



| |  | Lets students watch and re-watch presentations at their convenience, leading to better retention
|- |  | ------------------------------------------------------------------------------------------------



| |  | Replicates in-class experience for those unable to attend class
|- |  | ---------------------------------------------------------------



| |  | Promotes greater in-class interactivity rather than copious note-taking
|- |  | -----------------------------------------------------------------------



| |  | Caters to different learning modalities  audio, visual, kinesthetic
|- |  | --------------------------------------------------------------------



| |  | Enhances student learning outcomes
|- |  | ----------------------------------



| |  | Helps adult and non-traditional students balance education, career and family
|- |  | -----------------------------------------------------------------------------



| |  | Makes it possible to reuse and repurpose knowledge that could not otherwise be revisited
|- |  | ----------------------------------------------------------------------------------------



7



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Extends the life of conferences and events



| |  | Makes presentations available to those not able to attend on-site
|- |  | -----------------------------------------------------------------



| |  | Creates a real-time record of what took place, while remaining unobtrusive to presenters
|- |  | ----------------------------------------------------------------------------------------



| |  | Eliminates the need for costly and time-consuming post-production
|- |  | -----------------------------------------------------------------



| |  | Enables multiple proceedings in different locations to be captured
|- |  | ------------------------------------------------------------------



| |  | Offers sample content to entice new people to participate
|- |  | ---------------------------------------------------------

Enhances collaboration and morale



| |  | Creates opportunities for executive face time and interaction between management and staff
|- |  | ------------------------------------------------------------------------------------------



| |  | Fosters a level of direct communication not possible before as presenters convey the significance of their message first hand
|- |  | -----------------------------------------------------------------------------------------------------------------------------



| |  | Enables non-technical people to create their own webcasts through highly-automated equipment
|- |  | --------------------------------------------------------------------------------------------



| |  | Improves employee morale through efficient, more inclusive communication so audiences at home and abroad feel more a part of the team
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  | Improves the reliability and frequency of internal and external communication
|- |  | -----------------------------------------------------------------------------

Market Demand

Web communication is coming of age, now regarded by education, business and government as an essential
communication tool for the enterprise. We believe the recent surge in adoption is fueled by the lower cost of bandwidth and storage, as well as growing consumer awareness of internet video with the proliferation of online multimedia advertising and
websites like YouTube and Google Video. We believe the market for this new medium will build at an increasing rate as more Mediasite systems are installed, more users begin webcasting and additional viewers come online. Three forms of communication
 audio, visual and kinesthetic  each play a unique role in an individuals ability to communicate and learn. We believe another reason people embrace the webcasting medium so fully is because it incorporates these combined ways of
processing information: audio, video and visual aids, plus interactive navigation.

Mediasite in education: We believe that adoption of web
communications in educational enterprises is outpacing that in corporate enterprises. According to the Compass Intelligence U.S. Education IT Market report, IT spending in education will reach $47.7 billion by the end of 2008 and is expected
to top $56 billion by 2012. Higher education accounts for the majority (64.8 percent) of education IT spending in 2008, and over half of the Education IT decision-makers surveyed believe their industry is experiencing growth regardless of how the
overall economy is performing. Internet and electronic learning tools will account for $9.1 billion in spending in 2008 and are expected to grow to $12.9 billion by 2012. This growth is being fueled by expenditures in telecommunications,
collaborative technologies and outsourced IT services. The report states schools are utilizing collaboration technologies and applications for distance learning, multi-campus lectures, laboratory and international research collaboration.

Given the technology pedigree of todays college students, this move to online learning makes perfect sense as most of these students have never known a world
without personal computers and the web. The delivery options for a modern education are akin to the electronic delivery of music that emerged approximately five years ago. Students want to get their courses as they get their music: go online,
download what is needed and consume it on the go. They demand immediate access to their coursework regardless of time or place. Tomorrows students may never actually miss a class because they will be able to watch it later on-demand with the
added bonus of replaying the highlights if they need a refresher.

In September 2008, Sonic Foundry sponsored a research project with the University of
Wisconsin E-Business Institute which resulted in the study, Insights Regarding Undergraduate Preference for Lecture Capture. A survey was sent to 29,078 undergraduate and graduate students at the University of Wisconsin-Madison in April
2008. Average response rate exceeded 25 percent. Of the survey participants, a significant number of undergraduates (47 percent) have taken a class in which lectures were recorded and made available online. 82 percent of the undergraduates in the
sample strongly preferred a course that records and streams lecture content online vs. courses that only feature in-room instruction. Students reported better retention, improved ability to review for exams and greater engagement during classes with
lecture capture. Over half of the undergraduates indicated that, even after course completion, having course material available online would be important and that there was interest in accessing online material in their



8



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



professional lives. Over 60 percent of the sample were willing to pay for lecture capture services. Of those willing to pay, the majority of undergraduates
(69 percent) expressed a preference to pay on a course-by-course basis rather than having lecture capture fees bundled with existing technology fees.

Several universities have also conducted studies to assess the impact of Mediasite on student performance. Penn State Hershey Medical Center and College of Medicine, a Mediasite campus since January 2004, deployed a pilot program at the
onset of the 2007-2008 academic year to record lectures to first year medical students. During this academic year, lectures to the first year students were viewed a total of 22,451 times, averaging 59.1 views per lecture by a class of 154 students.
Student Mediasite use increased throughout the academic year, with 97 percent of students using Mediasite to review lectures by the semesters end. Almost half of the students surveyed (41 percent) cited reviewing complicated material as the
number one motivator for using Mediasite. The majority (88 percent) agreed that Mediasite helps them achieve their educational goals. Much fewer (25 percent) said podcasting had the same effect. Faculty members reported that recording their lectures
did not decrease class attendance. The survey also revealed a correlation between the grading method and the use of Mediasite. Students watch lectures more often via Mediasite for classes where grades are awarded as honors, high pass, pass and fail,
vs. pass/fail.

The Paul Merage School of Business at the University of California, Irvine, surveyed students in its 2007-2008 MBA program for Executives
and MBA for Health Care Executives. Ninety one percent used Mediasite to view lectures, 71 percent found they were more engaged in lectures when they didnt have to focus on taking copious notes and 83 percent said they learned more in courses
when lectures were available on demand. The survey also determined that 93 percent of the students would choose an MBA program that mediasites course content over a school with traditional in-class instruction alone, and 82 percent would pay higher
tuition for a program that streams and archives instruction, with almost half willing to pay between $2,000 and $5,000 more for their two-year degree.

To
remain relevant, colleges and universities are striving to differentiate themselves through technical leadership as a means to attract these tech-savvy students, while balancing their campus technology improvements with systems that faculty will
embrace and adopt. As a result, the education market is beginning to restructure and increase investments around online learning. We believe the visible integration of rich media learning content into core university applications and the success of
bundled online learning technology solutions are two healthy indicators for the widespread adoption of online campus lectures.

To date, Sonic Foundry has installed Mediasite in the larger lecture halls and classrooms of campuses nationwide. We now see more and broader expansions and integrations of Mediasite at the campus-wide level. Course
and learning management systems like Blackboard®, Desire2Learn®, Angel, Moodle and Sakai are ubiquitous in the education
enterprise. As the foundation for e-learning, these systems are rapidly moving beyond simply aggregating related course documents (handouts, assignments, course syllabi) to becoming the students single-source portal for all course-related
materials including recorded multimedia content like online lectures. Mediasites packaged integration with Blackboard, the leading course management system used in higher education, addresses the need to make learning content accessible to
students when and where they need it.

Mediasite in the enterprise: Less than a decade ago, the only people in the enterprise talking openly about
online multimedia were AV specialists in IT or media services units, and even these people were skeptical about what benefits streaming would hold for the enterprise. Now, knowledge workers and line of business managers, people in executive
communications, training, sales, human resources, and research and development, are pushing for online multimedia communications because they have a business need to be seen and heard by their colleagues.

Claire Schooley, senior analyst with Forrester Research, Inc., wrote in the January 2007 report, Webcasting Grabs Corporate Attention, The need for better,
faster communications and learning opportunities will increase because of worker globalization and the desire to reach a broader customer base. Use webcasts to help your organization get its message out to a broad internal or external audience,
increase revenue from new audiences, and control the costs of presentations, trainings, support, and travel. To be prepared, carry out the following: Develop the right content. Develop content that adapts well to the web and creates a compelling
presentation. Dont forget  content is still king; the technology is merely the delivery mechanism. Prepare for a mix of on-premise and services. Use a service vendor for the few large live external events your organization may conduct
throughout the year, and look for on-premise technology support for employee webcasts and on-demand webcasts made available on your web sites. A new culture



9



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



will embrace webcasts as an expected online resource. But a cultural change is happening quickly in the way information and knowledge is communicated. Within
three years, webcasts will be an essential part of business productivity tools.

The 2008 Corporate Learning Factbook: Benchmarks, Facts and
Analysis in U.S. Corporate Learning & Development, published by Bersin and Associates in January 2008, determined the corporate learning market grew slightly from 2006 to 2007, increasing from $55.8 billion to $58.5 billion, with $16.3
billion budgeted for external products and services in 2007. E-learning has grown dramatically, with the use of self-study e-learning now accounting for 20 percent of student hours, up from 15 percent last year. This growth is driven largely by an
increase in online training among small organizations (100-199 employees), which are acquiring the skills and technology to make online training a reality. The younger generation of learners is also driving changes in learning strategies, evidenced
by a sharp increase in new web-based and collaborate learning resources. According to the publication, over half of all companies report using virtual classroom technologies, and between 20 and 30 percent are using application simulation and rapid
e-learning tools.

While many enterprises begin their web communications with live events, the majority move to live and on-demand, or on-demand only, as
their webcasting experience grows. With that move, they report a spike in comprehension, productivity, strategic alignment around business goals, and even morale. We believe the feeling that the presenter is talking directly to the listener helps
people feel more a part of the team and fosters more intimate communication between management and employees.

In August 2007, Forrester® Consulting (Forrester) conducted a commissioned study on behalf of Sonic Foundry titled The Total Economic
Impact of Mediasite to examine the financial impact and potential return on investment (ROI) enterprises may realize by deploying Mediasite. Sonic Foundry selected Forrester for this project because of its industry expertise in elearning
and its Total Economic Impact (TEI) methodology. Forresters TEI helps companies demonstrate, justify and realize the tangible value of IT initiatives to both senior management and other key business stakeholders. It not only measures costs and
cost reduction (areas that are typically accounted for within IT) but also weighs the enabling value of a technology in increasing the effectiveness of overall business processes.

The study illustrates the financial impact of adopting Mediasite for a North American research and development organization with a focus on science-based technologies that support national security. The organization
employs more than 10,000 employees and contractors on multiple campuses and has been using Mediasite since 2004 to create an enterprise-wide knowledge management system that integrates within its existing online environment. Based on in-depth
interviews with the customer, Forrester constructed a TEI framework for a composite organization and found that the Mediasite webcasting platform yielded a 155 percent risk-adjusted ROI and paid for itself within 16 months of use.

According to the study, key factors driving an organizations Mediasite adoption include:



| |  | The ability to manage multimedia assets. End users can access content live or on-demand and have the flexibility to watch at their convenience and review as
many times as they wish.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Improved content capturing. This allows the training team to communicate in real-time and to reduce the time to market for new materials and
enhancements.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The ability to reduce the operational cost of training by reducing teleconferencing costs while improving the quality and relevance of training.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



10



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Future Product and Service Directions

Because webcasting is becoming an everyday part of the way people work and learn, we are driven to shorten the time it takes people not only to share their information but also to find the information they need. While
today leading-edge universities use Mediasite for lecture capture and corporations webcast training modules, we envision a future where people around the globe use webcasting to accelerate research and improve performance. As a company, we are
helping create the libraries of tomorrow with technology that does not compound the worlds information overload. We are working to put a human face on all knowledge online, and we believe the world will be more knowledgeable, more connected as
a result.

Supporting this vision, our ongoing engineering efforts center on:



| |  | Developing deployment options to meet the webcasting needs for organizations of all sizes. This includes:
|- |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Significant investment, innovation and evolution of our current Mediasite Hosting platform in a Software as a Service (SaaS) model. This alternative to traditional
on-premise deployments provides an ideal way to minimize IT challenges and potential webcasting risks while affordably extending high performance, fault tolerant webcasting to small and large customers alike.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Content capture innovations that economically scale across entire organizations, allowing anyone to record and share their knowledge or expertise.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Integrating with and embedding Mediasite content into other enterprise applications like enterprise portals, blogs, learning and course management systems and other
content management repositories.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Supporting content playback experiences on additional platforms and popular mobile computing devices.
|- |  | -----------------------------------------------------------------------------------------------------



| |  | Evolving Mediasites content management capabilities to accommodate organizations existing digital video libraries.
|- |  | --------------------------------------------------------------------------------------------------------------------



| |  | Further enabling Mediasite content to be accessible and meaningful to viewers with visual or hearing disabilities.
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | Continual development and prototyping of key-word search within archived multimedia presentations, powered by our in-house technologies for understanding and
analyzing images, language and speech.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Importance of Search

We believe search will lie at the heart of efficient, web-based communication. Faced with tens of thousands of hours of online streamed information, users could easily be overwhelmed with the need to find that one
minute of content they require. Furthermore, organizations are not just going to need powerful tools to help workers internally find what they need, when they need it; leading businesses and education institutions will also want to be found by
external audiences to help build their brands, customer base and reputation online. Growing presentation repositories are expected to drive future interest in deploying advanced search technology.

Our work on search technology began back in the early 1990s through the initial efforts of Carnegie Mellon University and its Informedia project. In December 2005, Sonic
Foundry launched Mediasite.com to aggregate and showcase the vast number of publicly available Mediasite presentations created by customers worldwide. Mediasite.com also served as a beta testing environment for some of our multi-modal search
innovations involving phonetic speech recognition, optical character recognition, language processing and contextual analysis to identify key words found within the graphics, audio and video of online multimedia presentations. Our ongoing
development for advanced search technologies continues in a closed lab setting where we explore and test innovations that will allow us to economically bring this resource-intensive search processing capability to customers.

Segment Information

We have determined that in accordance with SFAS
No. 131, Disclosures about Segments of an Enterprise and Related Information(SFAS 131), we operate in only one segment as we do not disaggregate profit and loss information on a segment basis for internal management reporting purposes
to our chief operating decision maker. Therefore, such information is not presented.

Total billings for Mediasite product and support outside the United
States totaled 19 percent, 14 percent and 17 percent in 2008, 2007 and 2006, respectively.



11



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Our largest individual customers are typically value added resellers (VARs) and distributors since the
majority of our end users require additional products and services which we do not provide. Accordingly, in fiscal 2008 and 2007 a master distributor, Synnex Corporation (Synnex), contributed 44 percent and 46 percent, respectively, of
total world-wide billings. As a master distributor, Synnex fulfills transactions to VARs, end users and other distributors. No individual customer was over 10 percent in 2006. No other customer represented over 10 percent in 2006, 2007, or 2008.

Sales

We sell and market our offerings through a
sales force that manages a reseller channel of value-added resellers, system integrators, consultants and distributors. These third party representatives specialize in understanding both audio/video systems and IT networking. In fiscal 2008, we
utilized one master distributor in the U.S. and over 100 resellers, and sold our products to nearly 900 total end users. Our focus has been primarily in the United States and primarily to customers we have identified as having the greatest potential
for high use; that is, organizations with presenters, trainers, lecturers, marketers and leaders who have a routine need to communicate to many people in the higher education, government, health industry and certain corporate markets. Despite our
primary attention on the North American market, reseller and customer interest outside of North America has grown and accordingly, we allocated three sales professionals to address international demand. To date, we have sold our products to
customers in 35 countries outside the United States. Total billings for Mediasite product and support outside the United States totaled 19 percent, 14 percent and 17 percent in fiscal 2008, 2007 and 2006, respectively.

Vertical market expansion: Currently, just over half our revenue is realized from the education and distance learning markets. Recent trends such as high gas
prices and the slowing economy are driving more students, particularly adult learners, to seek online education options. Similarly, demand for lecture capture within undergraduate, community college and blended learning programs is beginning to
demonstrate growth. This development represents an emerging trend beyond the traditional academic customer base for the company, which has primarily consisted of graduate, distance learning and technical degree programs.

For both our higher education and corporate, government and association clients, we anticipate weakening economic conditions will expand market demand for more
outsourced services versus licensed sales. Over the last two years, the company has made extensive capital and technology investments to advance its services model with comprehensive hosting, webcasting-as-a-service, content processing and
e-commerce capabilities that position the Company well to deliver more diversified business services.

With the launch of our Event Services group in 2007,
we continue to see growing demand for conference and event webcasting. These event-based communication, education and training applications, combined with outsourced webcasting services, are expected to drive the companys corporate sales
activities going forward.

Repeat orders: Many customers initially purchase Mediasite based on a small number of Mediasite Recorders, to test or
pilot in a department, school or business unit. A successful pilot project and the associated increase in webcasting demand from other departments or schools leads to follow up, multiple-Recorder orders as well as increased Mediasite Server
capacity. In fiscal 2008, 59 percent of billings were to preexisting customers compared to 55 percent and 50 percent, respectively, in fiscal 2007 and 2006.

Renewals: As is typical in the industry, we offer annual support and maintenance service contract extensions for a fee to our customer base.

Marketing

Marketing efforts span the spectrum of product demonstrations, tradeshows, websites, webinars, brochures, direct mail, e-mail
campaigns, newsletters, print and online advertising, sponsorships, white papers and analyst relations. We often request and receive press release quotes and written or multimedia testimonials from satisfied, high-profile reference customers,
particularly those that demonstrate innovative and valuable uses of the Mediasite platform and Event Services. We solicit respected industry magazines and



12



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



trade organizations to review our product and use advisors as introductions to new channels or customers. We have a large, growing database of potential
customers in the education, government and corporate marketplaces and have established a process of targeting specific verticals that have a direct and demonstrated need for our offerings.

Operations

We contract with a third party to build the hardware of
our Mediasite Recorders and purchase quantities sufficient to fill specific customer orders, including purchases of inventory by resellers. Quantities are maintained in inventory by our third party provider and shipped directly to the end customer
or reseller. The hardware manufacturer provides a limited one-year warranty on the hardware, which we pass on to our customers who purchase a Mediasite Customer Assurance support and maintenance plan. We have an alternate source of manufacturing for
some of the products we produce and believe there are numerous additional sources and alternatives to the existing production process. To date, we have not experienced any material difficulties or delays in the manufacture and assembly of our
products or material returns due to product defects.

OTHER INFORMATION

Competition

In the market for online multimedia web communication solutions, we face competition from other
companies that provide related, but different, applications.



| |  |  | Web conferencing includes solutions from Adobe, Cisco (WebEx), Microsoft and Citrix. Although part of the overall online multimedia communications landscape, these
solutions are designed primarily for collaborative communications versus one-to-many communications like Mediasite. Many organizations acknowledge that they need both technologies  one-to-many webcasting and collaborative web conferencing
 to appropriately address their different communication requirements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Video conferencing includes solutions from Polycom, Tandberg, Cisco and Sony. These solutions are designed primarily for one-to-one or group communications with
high levels of interactivity and collaboration. Like web conferencing, many organizations use both video conferencing and webcasting. Mediasite integrates with videoconferencing endpoints from Polycom and Tandberg to record and manage interactive
meetings, discussions and distance learning courses alongside other Mediasite content.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Authoring tools include solutions like Accordent PresenterPLUS, Camtasia Studio and Microsoft Producer. Unlike webcasting, web conferencing or video conferencing,
which are forms of online multimedia communication that capture and distribute/stream content, these solutions are production-oriented tools designed to create and edit multimedia content only. Some organizations will use these desktop tools to
create training content by manually integrating existing audio, video, images, branding and other visual elements into a multimedia presentation which can then be published to a web or streaming server for distribution. This process can require a
significant amount of production effort and user expertise in presentation authoring.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other vendors do provide presentation authoring
and capture capabilities, such as Echo360, Tegrity, Accordent Technologies and Panopto, but we believe these companies currently lack the breadth or depth of content management capabilities required for online multimedia presentations in a campus-
or enterprise-wide deployment. Some current and potential customers have developed their own home-grown webcasting or lecture capture solutions which may compete with Mediasite. However, we often find many of these organizations are now looking for
a solution that requires less internal maintenance and effort, offers comprehensive management capabilities and a less cumbersome workflow.



13



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The more successful we are in the growing market for online multimedia, the more competitors are likely to emerge. We
believe that the principal competitive factors in our market include:



| |  |  | Ease of use and application transparency to the user
| | - |  | ----------------------------------------------------



| |  |  | Content management and scalability to address enterprise requirements
| | - |  | ---------------------------------------------------------------------



| |  |  | Reliability and performance
| | - |  | ---------------------------



| |  |  | Security of content, applications and services
| | - |  | ----------------------------------------------



| |  |  | Ability to integrate with third-party solutions and services
| | - |  | ------------------------------------------------------------



| |  |  | Flexible deployment and acquisition options to suit various budgets
| | - |  | -------------------------------------------------------------------



| |  |  | Customer service and support
| | - |  | ----------------------------



| |  |  | A significant reference-able customer base
| | - |  | ------------------------------------------



| |  |  | Ability to introduce new products and services to the market in a timely manner
| | - |  | -------------------------------------------------------------------------------

Intellectual Property

The status of United States patent protection in the Internet industry is not well defined and
will evolve as the U.S. Patent and Trademark Office grants additional patents. We currently have two U.S patents that have been issued to us and five U.S. patent applications that are pending. We may seek additional patents in the future. We do not
know if our pending patent applications or any future patent application will result in any patents being issued with the scope of the claims we seek, if such patents are issued at all. We do not know whether the patents which were recently approved
or any patents we may receive in the future will be challenged, invalidated or be of any value. It is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as
fully as in the United States, and our competitors may independently develop technology similar to ours. We will continue to seek patent and other intellectual property protections, when appropriate, for those aspects of our technology that we
believe constitute innovations providing significant competitive advantages. Our pending, and any future, patent applications may not result in the issuance of valid patents.

Our success depends in part upon our rights to proprietary technology. We rely on a combination of copyright, trade secret, trademark and contractual protection to establish and protect our proprietary rights. We have
registered seven U.S. and four foreign country trademarks. We require our employees to enter into confidentiality and nondisclosure agreements upon commencement of employment. Before we will disclose any confidential aspects of our services,
technology or business plans to customers, potential business distribution partners and other non-employees, we routinely require such persons to enter into confidentiality and nondisclosure agreements. In addition, we require all employees, and
those consultants involved in the deployment of our services, to agree to assign to us any proprietary information, inventions or other intellectual property they generate, or come to possess, while employed by us. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our services or technology. These precautions may not prevent misappropriation or infringement of our intellectual property.

Third parties may infringe or misappropriate our copyrights, trademarks and similar proprietary rights. In addition, we may be subject to claims of alleged infringement
of patents and other intellectual property rights of third parties. We may be unaware of filed patent applications which have not yet been made public and which relate to our services.

Intellectual property claims may be asserted against us in the future. Intellectual property litigation is expensive and time-consuming and could divert managements attention away from running our business.
Intellectual property litigation could also require us to develop non-infringing technology or enter into royalty or license agreements. These royalty or license agreements, if required, may not be available on acceptable terms, if at all. Our
failure or inability to develop non-infringing technology or license the proprietary rights on a timely basis would harm our business.



14



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Research and Development

We believe that our future success will depend in part on our ability to continue to develop new business, and to enhance our existing business. Accordingly, we invest a significant amount of our resources in research and development
activities. During the fiscal years ended September 30, 2008, 2007 and 2006, we spent $3.5 million, $3.1 million and $2.2 million on internal research and development activities in our business. These amounts represent 23%, 19% and 18% of total
revenue in each of those years.

Employees

As of
September 30, 2008, 2007 and 2006, we had 91, 108 and 72 full-time employees, respectively. Our employees are not represented by a labor union, nor are they subject to a collective bargaining agreement. We have never experienced a work stoppage
and believe that our employee relations are satisfactory.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED
BELOW BEFORE MAKING AN INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS THAT WE ARE NOT PRESENTLY AWARE OF OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. OUR
BUSINESS COULD BE HARMED BY ANY OR ALL OF THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE SIGNIFICANTLY DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. IN ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO
THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FORM 10-K, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES.

Economic conditions could materially adversely affect the Company.

The Companys operations and
performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk as businesses, educational institutions and the government may postpone spending in response to tighter credit,
negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for the Companys products and services and on the Companys financial condition and operating results.

The current financial turmoil affecting the banking system and financial markets and the possibility that financial institutions may consolidate or go out
of business have resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency and equity markets. There could be a number of follow-on effects from the
credit crisis on the Companys business, including insolvency of key suppliers resulting in products delays, inability of customers, including channel partners, to obtain credit to finance purchases of the Companys products and/or
customer, including channel partner, insolvencies; and inability of our channel partners and other customers to pay accounts receivable owed to us, or delays in the payment of such receivables. Additionally, if these economic conditions persist, our
intangible assets may be impaired.

Economic conditions may have a disproportionate affect on the sale of our products.

Many of our customers will look at the total A/V equipment and labor cost to outfit a typical conference room or lecture hall as one amount for budgetary purposes.
Consequently, although our products represent only a portion of the total cost, the entire project of outfitting a room or conference hall may be considered excessive and may not survive budgetary constraints. Alternatively, our resellers may modify
their quotes to end customers by eliminating our products or substituting less expensive competitive products in order to win opportunities within budget constraints. Event service partners may similarly suggest that customers eliminate recording
and webcasting as a means of reducing event cost. Consequently, declines in spending by government, educational or corporate institutions due to budgetary constraints may have a disproportionate impact on the Company and result in a material adverse
impact on our financial condition.



15



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



We may need to raise additional capital if we do not quickly become profitable.

At September 30, 2008 we had cash of $3.6 million and availability under our line of credit facility with Silicon Valley Bank of $2.3 million. The Company has
historically financed its operations primarily through cash from sales of equity securities, cash from operations, and to a limited extent, through bank credit facilities. The Company has incurred losses from operations in each of the last three
fiscal years. In response to the recurring operating losses, the Company initiated cost reduction efforts in January 2008. These efforts achieved a 24% reduction in quarterly operating expenses. The Company anticipates operating expenses to
remain at or near these reduced levels in fiscal 2009. Although the Company anticipates growth in billings in fiscal 2009, it believes its cash position is adequate to accomplish its business plan through at least the next twelve months even if
billings remain unchanged and therefore has no plans to seek additional debt or equity financing or to issue additional shares previously registered in its available shelf registration.

We may evaluate further operating or capital lease opportunities to finance equipment purchases in the future and may utilize the Companys revolving line of credit to support working capital needs, if the
Company deems it advisable to do so. While the Company anticipates limited use of the line of credit and that it will be in compliance with all provisions of the agreement, there can be no assurance that the existing Loan Agreement will remain
available to the Company nor that additional financing will be available or on terms acceptable to the Company.

The business environment is not currently
conducive to raising additional debt or equity financing and may not improve in the near term. If we borrow money, we may incur significant interest charges, which could harm our profitability. Holders of debt would also have rights, preferences or
privileges senior to those of existing holders of our common stock. If we raise additional equity, the terms of such financing may dilute the ownership interests of current investors and cause our stock price to fall significantly. We may not be
able to secure financing upon acceptable terms, if at all. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or
unanticipated requirements, which could seriously harm our business, operating results, and financial condition

We have a history of
losses.

For the year ended September 30, 2008, we had a gross margin of $11.4 million on revenue of $15.6 million with which to cover
selling, marketing, product development and general administrative costs. Our selling, marketing, product development and general administration costs have historically been a significant percentage of our revenue, due partly to the expense of
developing leads and the relatively long period required to convert leads into sales associated with selling products that are not yet considered mainstream technology investments. For the year ended September 30, 2008, our
operating expenses exceeded our gross margin by 69%. Although we expect our operating losses as a percentage of revenue to decline during fiscal 2009, we may never achieve or sustain profitability on a quarterly or annual basis.

We could lose revenues if there are changes in the spending policies or budget priorities for government funding of colleges, universities, schools and other
education providers.

Most of our customers and potential customers are public colleges, universities, schools and other education providers who
depend substantially on government funding. Accordingly, any general decrease, delay or change in federal, state or local funding for colleges, universities, schools and other education providers could cause our current and potential customers to
reduce their purchases of our products and services, or to decide not to renew service contracts, either of which could cause us to lose revenues. In addition, a specific reduction in governmental funding support for products such as ours would also
cause us to lose revenues. Also, public and some private colleges and higher education institutions have been significantly and adversely affected by the financial market downturn, which may adversely impact sales of our products.



16



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



If we are unable to comply with Nasdaqs continued listing requirements, our common stock could be
delisted from the Nasdaq Capital Market.

Since March 2008, our common stock has failed to maintain a minimum bid price of $1.00 for at least 10
consecutive days, which caused our stock price to fail to meet one of the minimum standards required by the Nasdaq Stock Market for continued listing as a Nasdaq Global Market security. On March 10, 2008 we received a letter from Nasdaq
indicating that we need to regain compliance with the minimum bid price requirement by September 8, 2008 in order to remain on the Nasdaq Global Market. On September 9, 2008 we were notified by Nasdaq that we had failed to regain
compliance with the minimum bid price during the 180 days provided and our securities were therefore subject to delisting from the Nasdaq Global Market. In response, we applied for and were notified on September 12, 2008 by Nasdaq that Nasdaq
approved our request to transfer the listing of our shares to the Nasdaq Capital Market. Transfer to the Nasdaq Capital Market and compliance with its initial listing standards affords an additional 180 day period for our stock to attain the minimum
$1.00 bid price for at least 10 consecutive business days until March 9, 2009. In response to weak market conditions, Nasdaq suspended enforcement of the minimum bid price requirement on October 16, 2008 through January 16, 2009.
Nasdaq notified us on October 22, 2008 that the suspension extends the period for us to regain compliance with the minimum bid price rule until June 9, 2009. We may not regain compliance with the minimum $1.00 bid price requirement during
the additional period and our stock may be delisted, which may have a material adverse effect on the price of our common stock and the levels of liquidity currently available to our stockholders. Delisting would also make it more difficult for us to
raise capital in the future or impact customer confidence. If our common stock is removed from the Nasdaq Capital Market, an investor could find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common
shares. Additionally, our stock may then be subject to penny stock regulations.

If a sufficient number of customers do not accept our
products, our business may not succeed.

We cannot predict how the market for our products will develop, and part of our strategic challenge will be
to convince enterprise customers of the productivity, improved communications, cost savings, suitability and other benefits of our products. Our future revenue and revenue growth rates will depend in large part on our success in delivering these
products effectively, creating market acceptance for these products, and meeting customers needs for new or enhanced products. If we fail to do so, our products will not achieve widespread market acceptance, and we may not generate significant
revenue to offset our product development and selling and marketing costs, which will hurt our business.

We may not be able to innovate to meet the
needs of our target market.

Our future success will continue to depend upon our ability to develop new products or product enhancements that
address future needs of our target markets and to respond to these changing standards and practices. Our revenue could be reduced if we do not capitalize on our current market leadership by timely developing innovative new products or product
enhancements that will increase the likelihood that our products will be accepted in preference to the products of our current and future competitors.

Multiple unit sales may fail to materialize.

We need to sell multiple units to educational, corporate and government institutions in
order to sell most efficiently and become profitable. In fiscal 2008, 59% of recorder revenue were to existing customers compared to 55% in fiscal 2007. At September 30, 2008, 543 customers had purchased multiple units compared to 286 customers
at September 30, 2007. In particular, selling multiple units to corporate customers has lagged results achieved in the higher education market; consequently, we have allocated more resources to the higher education market. While we have
addressed a strategy to leverage existing customers and close multiple unit transactions, a customer may choose not to make expected purchases of our products. The failure of our customers to make expected purchases will harm our business.

If our marketing and lead generation efforts are not successful, our business will be harmed.

We believe that continued marketing efforts will be critical to achieve widespread acceptance of our products. Our marketing campaign may not be successful given the
expense required. For example, failure to adequately generate and develop sales leads



17



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



could cause our future revenue growth to decrease. In addition, our inability to generate and cultivate sales leads into large organizations, where there is
the potential for significant use of our products, could have a material effect on our business. We may not be able to identify and secure the number of strategic sales leads necessary to help generate marketplace acceptance of our products. If our
marketing or lead-generation efforts are not successful, our business and operating results will be harmed.

The length of our sales and deployment
cycle is uncertain, which may cause our revenue and operating results to vary significantly from quarter to quarter and year to year.

During our
sales cycle, we spend considerable time and expense providing information to prospective customers about the use and benefits of our products without generating corresponding revenue. Our expense levels are relatively fixed in the short-term and
based in part on our expectations of future revenue. Therefore, any delay in our sales cycle could cause significant variations in our operating results, particularly because a relatively small number of customer orders represent a large portion of
our revenue.

We anticipate that some of our largest sources of revenue will be educational institutions, large corporations and government entities that
often require long testing and approval processes before making a decision to purchase our products, particularly when evaluating our products for inclusion in new buildings under construction or high dollar transactions. In general, the process of
selling our products to a potential customer may involve lengthy negotiations, collaborations with consultants, designers and architects, time consuming installation processes and changes in network infrastructure in excess of what we or our VARs
are able to provide. As a result, we anticipate that our sales cycle will be unpredictable. Our sales cycle will also be subject to delays as a result of customer-specific factors over which we have little or no control, including budgetary
constraints and internal approval procedures.

Our products are aimed toward a broadened user base within our key markets. These products are relatively
early in their product life cycles and we are relatively inexperienced with their sales cycle. We cannot predict how the market for our products will develop and part of our strategic challenge will be to convince targeted users of the productivity,
improved communications, cost savings and other benefits. Accordingly, it is likely that delays in our sales cycles with these products will occur and this could cause significant variations in our operating results.

Sales of some of our products have experienced seasonal fluctuations which have affected sequential growth rates for these products, particularly in our first fiscal
quarter. For example, there is generally a slowdown for sales of our products in the higher education and corporate markets in the first fiscal quarter of each year. Seasonal fluctuations could negatively affect our business, which could cause our
operating results to fall short of anticipated results for such quarters.

Our operating results are hard to predict as a significant amount of our
sales typically occur at the end of a quarter and the mix of product and service orders may vary significantly.

Revenue for any particular quarter
is extremely difficult to predict with any degree of certainty. We typically ship products within a short time after we receive an order and therefore, we typically do not have an order backlog with which to estimate future revenue. In addition,
orders from our channel partners are based on the level of demand from end-user customers. Any decline or uncertainty in end-user demand could negatively impact end-user orders, which could in turn significantly negatively affect orders from our
channel partners in any given quarter. Accordingly, our expectations for both short and long-term future revenue is based almost exclusively on our own estimate of future demand based on the pipeline of sales opportunities we manage,
rather than on firm channel partner orders. Our expense levels are based largely on these estimates. In addition, the majority of our orders are received in the last month of a quarter, typically the last few weeks of that quarter; thus, the
unpredictability of the receipt of these orders could negatively impact our future results. We historically have received a majority of our channel partner orders in the last month of a quarter and often in the last few days of the quarter.
Accordingly, any significant shortfall in demand for our products in relation to our expectations would have an adverse impact on our operating results.



18



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



We have experienced growing demand for our hosting and event services as well as a growing preference from our
corporate customers in purchasing our solution as a service (SaaS). As a result, we expect that service billings as a percentage of total billings will continue to grow which we believe will ultimately lead to higher gross margins and more recurring
revenue. The percentage of billings represented by service is also likely to fluctuate from quarter to quarter due to seasonality of event services and other factors. Since services are typically billed in advance of providing the service, revenue
is initially deferred, leading to reduced current period revenue with a corresponding negative impact to profits or losses in periods of significant growth in billings for deferred services. An increase, or significant fluctuation, in service
billings as a percentage of total billings may therefore lead to a temporary decline in our reported revenue.

We are subject to risks associated
with our channel partners product inventories and product sell-through.

We sell a significant amount of our products to Synnex and other
channel partners who maintain their own inventory of our products for sale to dealers and end-users. If these channel partners are unable to sell an adequate amount of their inventory of our products in a given quarter to dealers and end-users or if
channel partners decide to decrease their inventories for any reason, such as a recurrence of global economic uncertainty and downturn in technology spending, the volume of our sales to these channel partners and our revenue would be negatively
affected. In addition, if channel partners decide to purchase more inventory, due to product availability or other reasons, than is required to satisfy end-user demand or if end-user demand does not keep pace with the additional inventory purchases,
channel inventory could grow in any particular quarter, which could adversely affect product revenue in the subsequent quarter. In addition, we also face the risk that some of our channel partners have inventory levels in excess of future
anticipated sales. If such sales do not occur in the time frame anticipated by these channel partners for any reason, these channel partners may substantially decrease the amount of product they order from us in subsequent periods, which would harm
our business.

If stock balancing returns or price adjustments exceed our reserves, our operating results could be adversely affected.

We provide some of our distributors with stock balancing return rights, which generally permit our distributors to return products, subject to
ordering an equal dollar amount of alternate products. We also provide price protection rights to most of our distributors. Price protection rights require that we grant retroactive price adjustments for inventories of our products held by
distributors if we lower our prices for those products within a specified time period. To cover our exposure to these product returns and price adjustments, we establish reserves based on our evaluation of historical product trends and current
marketing plans. However, we cannot be assured that our reserves will be sufficient to cover our future product returns and price adjustments. If we inadequately forecast reserves, our operating results could be adversely affected.

Manufacturing disruption or capacity constraints would harm our business.

We subcontract the manufacture of our products to a third-party contract manufacturer in Alabama. Although we believe there are multiple sources of supply from other contract manufacturers as well as multiple
suppliers of component parts to the contract manufacturer, a short term disruption of supply of component parts or completed products near the end of a quarter would have a negative impact on our revenues. Moreover, any incapacitation of the
manufacturing site due to destruction, natural disaster or similar events could result in a loss of product inventory. As a result of any of the foregoing, we may not be able to meet demand for our products, which could negatively affect revenues in
the quarter of the disruption or longer depending upon the magnitude of the event, and could harm our reputation.

Our cash flow could fluctuate due
to the potential difficulty of collecting our receivables.

A significant portion of our sales are fulfilled by VARs, regional distributors or
master distributors. As an example, 44% of our billings in 2008 were to Synnex, a master distributor who fulfills demand from other distributors, VARs or end users. While our distributors and VARs typically maintain payment terms consistent with
other end users, a delay in payment may occur as a result of a number of factors including changes in demand, general economic factors, financial performance, inventory levels or disputes over payments. Any delay from Synnex, or other large
distributors or VARs could have a material impact on the collections of our receivables during a particular quarter.



19



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Over the past year we have begun to expand the level of sales representation in Europe and Asia as well as other
international regions. We offer credit terms to some of our international customers; however, payments tend to go beyond terms in certain countries. Therefore, as Europe, Asia and other international regions grow as a percentage of our revenue,
accounts receivable balances will likely increase as compared to previous years.

Accounting regulations and related interpretations and policies,
particularly those related to revenue recognition, cause us to defer revenue recognition into future periods for portions of our products and services.

Revenue recognition for our products and services is complex and subject to multiple sources of authoritative guidance as well as varied interpretations and implementation practices for such rules. These rules require us to defer revenue
recognition in certain situations. Factors that are considered in revenue recognition include those such as vendor specific objective evidence (VSOE), the inclusion of other services and contingencies to payment terms. We expect that we will
continue to defer portions of our product and service billings because of these factors. The amounts deferred may be significant and will vary each quarter depending on the mix of products sold in each market and geography, as well as the actual
contract terms.

Additional changes in authoritative guidance or changes in practice in applying such rules could also cause us to defer the recognition of
revenue to future periods or recognize lower revenue

Because most of our service contracts are renewable on an annual basis, a reduction in our
service renewal rate could significantly reduce our revenues.

Our clients have no obligation to renew their content hosting agreements, customer
support contracts or other annual service contracts after the expiration of the initial period, which is typically one year, and some clients have elected not to do so. A decline in renewal rates could cause our revenues to decline. We have limited
historical data with respect to rates of renewals, so we cannot accurately predict future renewal rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including client dissatisfaction with our products and services,
our failure to update our products to maintain their attractiveness in the market or budgetary constraints or changes in budget priorities faced by our clients.

Because we generally recognize revenues ratably over the term of our service contracts, downturns or upturns in service transactions will not be fully reflected in our operating results until future periods.

We recognize most of our revenues from service contracts monthly over the terms of their agreements, which are typically 12 months, although terms can range from
less than one month to over 36 months. As a result, much of the service revenue we report in each quarter is attributable to agreements entered into during previous quarters. Consequently, a decline in sales, client renewals, or market
acceptance of our products in any one quarter will not necessarily be fully reflected in the revenues in that quarter, and will negatively affect our revenues and profitability in future quarters. This ratable revenue recognition also makes it
difficult for us to rapidly increase our revenues through additional sales in any period, as revenues from new clients must be recognized over the applicable agreement term.

There is a great deal of competition in the market for our products, which could lower the demand for our products.

The market for one-to-many multimedia web communication is relatively new, and we face competition from other companies that provide related digital media applications, such as Apple. Companies like Cisco (WebEx), Microsoft and Citrix offer
web conferencing applications. Although part of the overall web communications landscape, these solutions are designed primarily for smaller group collaborative communications versus one-to-many communications. Accordent Technologies, Tegrity,
Echo360, Panopto and other vendors provide presentation authoring and capture capabilities, but currently we believe they lack the breadth or depth of content management capabilities required for online multimedia presentations in an enterprise-wide
deployment. Current and potential customers may choose to develop their own home-grown web communications software and services which may compete



20



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



with Mediasite. We may also compete indirectly with larger system integrators who embed or integrate competing technologies into their custom-built product
offerings. If one of these alternative approaches is received more favorably in the marketplace, a new approach or technology is developed or an existing or new competitor markets more effectively than we do or we otherwise do not compete
effectively, our business will be harmed. In addition, the more successful we are in the emerging markets our products address, the more competitors are likely to emerge, including turnkey media application, streaming media platform developers,
digital music infrastructure providers, and digital media applications service providers (including for digital musical subscription). Many of our competitors have far greater financial resources than we do, and could easily overtake the marketplace
and severely harm our business. We may also face competition from foreign suppliers and competition from Course Management Systems (CMS) or education information technology (IT) companies.

The presence of these competitors could reduce the demand for our systems, and we may not have the financial resources to compete successfully.

Our customers may use our products to share confidential and sensitive information, and if our system security is breached, our reputation could be harmed and we
may lose customers.

Our customers may use our products to share confidential and sensitive information, the security of which is critical to their
business. Third parties may attempt to breach our security or that of our customers. Customers may take inadequate security precautions with their sensitive information and we may inadvertently make that information public on our www.mediasite.com
website. We may be liable to our customers for any breach in security, and any breach could harm our reputation and cause us to lose customers. In addition, customers are vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions, which could lead to interruptions, delays or loss of data. We may be required to expend significant capital and other resources to further protect against security breaches or to resolve problems caused by any breach, including
litigation-related expenses if we are sued.

Operational failures in our network infrastructure could disrupt our remote hosting services, could
cause us to lose clients and sales to potential clients and could result in increased expenses and reduced revenues.

Unanticipated problems
affecting our network systems could cause interruptions or delays in the delivery of the hosting services we provide to some of our clients. We provide remote hosting through computer hardware, some of which is within our facility and some of which
is currently located in a third-party co-location facility. We do not control the operation of this co-location facility. Lengthy interruptions in our hosting service could be caused by the occurrence of a natural disaster, power loss, vandalism or
other telecommunications problems at the co-location facility or if this co-location facility were to close without adequate notice. We currently do not have adequate computer hardware and systems to provide alternative service for most of our
hosted clients in the event of an extended loss of service at the co-location facility. We are not equipped to provide full disaster recovery to all of our hosted clients. If there are operational failures in our network infrastructure that cause
interruptions, slower response times, loss of data or extended loss of service for our remotely hosted clients, we may be required to issue credits or pay penalties, current clients may terminate their contracts or elect not to renew them, and we
may lose sales to potential clients. If we determine that we need additional hardware and systems, we may be required to make further investments in our network infrastructure.

The technology underlying our products and services is complex and may contain unknown defects that could harm our reputation, result in product liability or decrease market acceptance of our products.

The technology underlying our products is complex and includes software that is internally developed, software licensed from third parties and hardware
purchased from third parties. These products may contain errors or defects, particularly when first introduced or when new versions or enhancements are released. We may not discover defects that affect our current or new applications or enhancements
until after they are sold and our insurance coverage may not be sufficient to cover our complete liability exposure. Any defects in our products and services could:



| |  |  | Damage our reputation;
| | - |  | ----------------------



21



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



| |  |  | Cause our customers to initiate product liability suits against us;
| | - |  | -------------------------------------------------------------------



| |  |  | Increase our product development resources;
| | - |  | -------------------------------------------



| |  |  | Cause us to lose sales; and
| | - |  | ---------------------------



| |  |  | Delay market acceptance of our products.
| | - |  | ----------------------------------------

If
we are viewed only as a commodity supplier, our margins and valuations will shrink.

We need to provide value-added services in order to avoid being
viewed as a commodity supplier. This entails building long-term customer relationships and developing features that will distinguish our products. Our technology is complex and is often confused with other products and technologies in the market
place, including video conferencing, streaming and collaboration. If we fail to build long-term customer relationships and develop features that distinguish our products in the market place, our margins will shrink, and our stock may become less
valued to investors.

Our success depends upon the proprietary aspects of our technology.

Our success and ability to compete depend to a significant degree upon the protection of our proprietary technology. We currently have two U.S. patents that have been
issued to us and five U.S. patent applications that are pending. We may seek additional patents in the future. Our current patent applications cover different aspects of the technology used in our products which is important to our ability to
compete. However, it is possible that:



| |  |  | our pending patent applications may not result in the issuance of patents;
| | - |  | --------------------------------------------------------------------------



| |  |  | any patents acquired by or issued to us may not be broad enough to protect us;
| | - |  | ------------------------------------------------------------------------------



| |  |  | any issued patent could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from exploiting the
inventions claimed in those patents;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | current and future competitors may independently develop similar technology, duplicate our services or design around any of our patents; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | effective patent protection, including effective legal-enforcement mechanisms against those who violate our patent-related assets, may not be available in every
country in which we do or plan to do business.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also rely upon trademarks, copyrights and trade secrets to protect our
technology, which may not be sufficient to protect our intellectual property.

We also rely on a combination of laws, such as copyright, trademark
and trade secret laws, and contractual restrictions, such as confidentiality agreements and licenses, to establish and protect our technology. We have registered seven U.S. and four foreign country trademarks. These forms of intellectual property
protection are critically important to our ability to establish and maintain our competitive position. However,



| |  |  | third parties may infringe or misappropriate our copyrights, trademarks and similar proprietary rights;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | laws and contractual restrictions may not be sufficient to prevent misappropriation of our technology or to deter others from developing similar technologies;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | effective trademark, copyright and trade secret protection, including effective legal-enforcement mechanisms against those who violate our trademark, copyright or
trade secret assets, may be unavailable or limited in foreign countries;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other companies may claim common law trademark rights based upon state or foreign laws that precede the federal registration of our marks; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | policing unauthorized use of our services and trademarks is difficult, expensive and time-consuming, and we may be unable to determine the extent of any
unauthorized use.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Reverse engineering, unauthorized copying or other misappropriation of our proprietary technology could enable third
parties to benefit from our technology without paying us for it, which would significantly harm our business.



22



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



If other parties bring infringement or other claims against us, we may incur significant costs or lose
customers.

Other companies may obtain patents or other proprietary rights that would limit our ability to conduct our business and could assert
that our technologies infringe their proprietary rights. We could incur substantial costs to defend any legal proceedings, even if without merit, and intellectual property litigation could force us to cease using key technology, obtain a license, or
redesign our products. In the course of our business, we may sell certain systems to our customers, and in connection with such sale, we may agree to indemnify these customers from claims made against them by third parties for patent infringement
related to these systems. In particular, claims are currently being made by holders of patents against educational institutions using streaming in their curriculum. We could be subject to similar claims, which could harm our business.

If we lose key personnel or fail to integrate replacement personnel successfully, our ability to manage our business could be impaired.

Our future success depends upon the continued service of our key management, technical, sales, and other critical personnel. Certain of our officers and certain of our
other key personnel are employees-at-will, and we cannot assure that we will be able to retain them. Key personnel have left our company in the past, sometimes to accept employment with companies that sell similar products or services to existing or
potential customers of ours. There will likely be additional departures of key personnel from time to time in the future and such departures could result in additional competition, loss of customers or confusion in the marketplace. The loss of any
key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, and the results of our operations. In
particular, the loss of the services of our Chief Executive Officer, Rimas Buinevicius, or our co-founder and Chief Technology Officer, Monty Schmidt, would harm our business. Although we do have employment agreements with Messrs. Buinevicius and
Schmidt, we do not have life insurance policies on any of our key employees. In addition, the integration of replacement personnel could be time consuming, may cause disruptions to our operations, and may be unsuccessful.

Because our business is susceptible to risks associated with international operations, we may not be able to maintain or increase international sales of our
products.

International product and service revenue ranged from 14% to 19% of our total billings in each of the past three years. Our international
operations are expected to continue to account for a significant portion of our business in the future. However, in the future we may be unable to maintain or increase international sales of our products and services. International sales are subject
to a variety of risks, including:



| |  |  | difficulties in establishing and managing international distribution channels;
| | - |  | ------------------------------------------------------------------------------



| |  |  | difficulties in selling, servicing and supporting overseas products and in translating products into foreign languages;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | the uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | multiple and possibly overlapping tax structures;
| | - |  | -------------------------------------------------



| |  |  | currency and exchange rate fluctuations; and
| | - |  | --------------------------------------------



| |  |  | economic or political changes in international markets.
| | - |  | -------------------------------------------------------

We face risks associated with government regulation of the internet, and related legal uncertainties.

Currently, few existing laws
or regulations specifically apply to the Internet, other than laws generally applicable to businesses. Many Internet-related laws and regulations, however, are pending and may be adopted in the United States, in individual states and local
jurisdictions and in other countries. These laws may relate to many areas that impact our business, including encryption, network and information security, and the convergence of traditional communication services, such as telephone services, with
Internet communications, taxes and wireless networks. These types of regulations could differ between countries and other political and geographic divisions both inside and outside the United States. Non-U.S. countries and political organizations
may impose, or favor, more and different regulation than that which has been proposed in the United States, thus furthering the complexity of regulation. In



23



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



addition, state and local governments within the United States may impose regulations in addition to, inconsistent with, or stricter than federal
regulations. The adoption of such laws or regulations, and uncertainties associated with their validity, interpretation, applicability and enforcement, may affect the available distribution channels for, and the costs associated with, our products
and services. The adoption of such laws and regulations may harm our business.

Exercise of outstanding options and warrants will result in further
dilution.

The issuance of shares of common stock upon the exercise of our outstanding options and warrants will result in dilution to the interests
of our stockholders, and may reduce the trading price of our common stock.

At September 30, 2008, we had 566 thousand of outstanding warrants
and 6.2 million of outstanding stock options granted under our 1995 Employee Stock Option Plan, our 1999 Non-Qualified Stock Option Plan and our Non-Employee Director Stock Option Plans, 4.8 million of which are immediately exercisable.

To the extent that these stock options or warrants are exercised, dilution to the interests of our stockholders will likely occur. Additional options and
warrants may be issued in the future at prices not less than 85% of the fair market value of the underlying security on the date of grant. Exercises of these options or warrants, or even the potential of their exercise may have an adverse effect on
the trading price of our common stock. The holders of our options or our warrants are likely to exercise them at times when the market price of the common stock exceeds the exercise price of the securities. Accordingly, the issuance of shares of
common stock upon exercise of the options and warrants will likely result in dilution of the equity represented by the then outstanding shares of common stock held by other stockholders. Holders of our options and warrants can be expected to
exercise or convert them at a time when we would, in all likelihood, be able to obtain any needed capital on terms, which are more favorable to us than the exercise terms provided, by these options and warrants.

We may need to make acquisitions or form strategic alliances or partnerships in order to remain competitive in our market, and potential future acquisitions,
strategic alliances or partnerships could be difficult to integrate, disrupt our business and dilute stockholder value.

We may acquire or form
strategic alliances or partnerships with other businesses in the future in order to remain competitive or to acquire new technologies. As a result of these acquisitions, strategic alliances or partnerships, we may need to integrate products,
technologies, widely dispersed operations and distinct corporate cultures. The products, services or technologies of the acquired companies may need to be altered or redesigned in order to be made compatible with our software products and services,
or the software architecture of our customers. These integration efforts may not succeed or may distract our management from operating our existing business. Our failure to successfully manage future acquisitions, strategic alliances or partnerships
could seriously harm our operating results. In addition, our stockholders would be diluted if we finance the acquisition, strategic alliances or partnerships by incurring convertible debt or issuing equity securities.

Our corporate compliance program cannot guarantee that we are in compliance with all potentially applicable regulations.

As a publicly traded company we are subject to significant regulations, including the Sarbanes-Oxley Act of 2002. While we have developed and instituted a corporate
compliance program based on what we believe are the current best practices and continue to update the program in response to newly implemented regulatory requirements and guidance, we cannot assure that we are or will be in compliance with all
potentially applicable regulations. Although our non-affiliate market capitalization was less than $75 million at March 31, 2008 and we are no longer required to be fully compliant with both the management assessment and auditor attestations,
current SEC rules would require us to be fully compliant at September 30, 2010. We cannot assure that in the future our management will not find a material weakness in connection with its annual review of our internal control over financial
reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We also cannot assure that we could correct any such weakness to allow our management to



24



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



assess the effectiveness of our internal control over financial reporting as of the end of our fiscal year in time to enable our independent registered
public accounting firm to attest that such assessment will have been fairly stated in our Annual Report on Form 10-K to be filed with the Securities and Exchange Commission or attest that we have maintained effective internal control over financial
reporting as of the end of our fiscal year. If we fail to comply with any of these regulations, we could be subject to a range of regulatory actions, fines, or other sanctions or litigation. In addition, if we must disclose any material weakness in
our internal control over financial reporting, this may cause our stock price to decline.

Provisions of our charter documents and Maryland law could
also discourage an acquisition of our company that would benefit our stockholders.

Provisions of our articles of incorporation and by-laws may make
it more difficult for a third party to acquire control of our company, even if a change in control would benefit our stockholders. Our articles of incorporation authorize our board of directors, without stockholder approval, to issue one or more
series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. Furthermore, our articles of incorporation provide for a classified board of directors, which
means that our stockholders may vote upon the retention of only one or two of our seven directors each year. Moreover, Maryland corporate law restricts certain business combination transactions with interested stockholders and limits
voting rights upon certain acquisitions of control shares.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None



|ITEM 2. | PROPERTIES
|------- | ----------

Our principal office is located in Madison, Wisconsin
in a leased facility of approximately 19,000 square feet. The building serves as our corporate headquarters, accommodating our general and administrative, product development and selling and marketing departments. We believe this facility is
adequate and suitable for our needs. The current lease term for this office expires on October 1, 2011. In addition, we lease 2,500 square feet in a building in downtown Pittsburgh, Pennsylvania which we no longer utilize and plan to terminate
on January 31, 2009.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

None



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

There were no
matters submitted to a vote of security holders during the fourth quarter ended September 30, 2008.



25



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | -------------------------------------------------------------------------------------------------------------

Our common stock was initially traded on the American Stock Exchange under the symbol SFO, beginning with our initial public offering in April of 1998. On
April 24, 2000, our common stock began trading on the Nasdaq Global Market under the symbol SOFO. Effective September 16, 2008, we transferred the listing of our common stock to the Nasdaq Capital Market. The following table
sets forth, for the periods indicated, the high and low sale prices per share of our common stock as reported on the Nasdaq Global or Capital Markets.



|                                         |  |      |      |     |   |     
|---------------------------------------- |  | ---- | ---- | --- | - | ----
|                                         |  | High |      | Low
|Year Ended September 30, 2009:           |  |      |      |     |   |     
|First Quarter (through December 3, 2008) |  | $    | 0.65 |     | $ | 0.32
|                                         |  |     
|Year Ended September 30, 2008:           |  |      |      |     |   |     
|First Quarter                            |  |      | 2.85 |     |   | 1.18
|Second Quarter                           |  |      | 1.49 |     |   | 0.61
|Third Quarter                            |  |      | 0.95 |     |   | 0.60
|Fourth Quarter                           |  |      | 0.90 |     |   | 0.50
|                                         |  |     
|Year Ended September 30, 2007:           |  |      |      |     |   |     
|First Quarter                            |  |      | 5.15 |     |   | 2.24
|Second Quarter                           |  |      | 4.77 |     |   | 3.46
|Third Quarter                            |  |      | 4.08 |     |   | 2.02
|Fourth Quarter                           |  |      | 2.85 |     |   | 1.61

Since March 2008, our common stock has failed to maintain a minimum bid price of $1.00 for at least 10 consecutive
days, which caused our stock price to fail to meet one of the minimum standards required by the Nasdaq Stock Market for continued listing as a Nasdaq Global Market security. On March 10, 2008 we received a letter from Nasdaq indicating that we
need to regain compliance with the minimum bid price requirement by September 8, 2008 in order to remain on the Nasdaq Global Market. On September 9, 2008 we were notified by Nasdaq that we had failed to regain compliance with the minimum
bid price during the 180 days provided and our securities were therefore subject to delisting from the Nasdaq Global Market. In response, we applied for and were notified on September 12, 2008 by Nasdaq that Nasdaq approved our request to
transfer the listing of our shares to the Nasdaq Capital Market. Transfer to the Nasdaq Capital Market and compliance with its initial listing standards affords an additional 180 day period for our stock to attain the minimum $1.00 bid price for at
least 10 consecutive business days until March 9, 2009. In response to weak market conditions, Nasdaq suspended enforcement of the minimum bid price requirement on October 16, 2008 through January 16, 2009. Nasdaq notified us on
October 22, 2008 that the suspension extends the period for us to regain compliance with the minimum bid price rule until June 9, 2009. We may not regain compliance with the minimum $1.00 bid price requirement during the additional period
and our stock may be delisted, which may have a material adverse effect on the price of our common stock and the levels of liquidity currently available to our stockholders. Delisting would also make it more difficult for us to raise capital in the
future or impact customer confidence. If our common stock is removed from the Nasdaq Capital Market, an investor could find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common shares. Additionally,
our stock may then be subject to penny stock regulations.

The Company has not paid any cash dividends and does not intend to pay any cash
dividends in the foreseeable future. The Company is prohibited from paying any cash dividends pursuant to the terms of the loan and security agreements with Silicon Valley Bank.

At December 3, 2008 there were 471 common stockholders of record and approximately 9,000 total shareholders. Many shares are held by brokers and other institutions on behalf of shareholders.



26



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Equity Compensation Plan Information



|                                                               |  |                                                                                         |  |                                                                         |      |                                                          |          
|-------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- | ---- | -------------------------------------------------------- | ---------
|Plan category                                                  |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights |  | Weighted averageexercise price ofoutstandingoptions, warrantsand rights |      | Number ofsecuritiesremainingavailable forfuture issuance
|                                                               |  | (a)                                                                                     |  | (b)                                                                     |      | (c)                                                     
|Equity compensation plans approved by security holders (1)     |  | 3,978,000                                                                               |  | $                                                                       | 2.48 |                                                          | 1,553,327
|Equity compensation plans not approved by security holders (2) |  | 2,262,477                                                                               |  |                                                                         | 1.28 |                                                          | 219,992  
|                                                               |  |                                                                                         |  |                                                                         |      |                                                          |          
|Total                                                          |  | 6,240,477                                                                               |  | $                                                                       | 2.05 |                                                          | 1,773,319
|                                                               |  |                                                                                         |  |                                                                         |      |                                                          |          



|(1) | Consists of the Employee Stock Option Plan and the Directors Stock Option Plan. For further information regarding these plans, reference is made to Note 5 of the financial
statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Consists of the Non-Qualified Stock Option Plan. For further information regarding this plan, reference is made to Note 5 of the financial statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------



27



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The graph below compares the cumulative total stockholder return on our common stock from September 30, 2003
through and including September 30, 2008 with the cumulative total return on The Nasdaq Stock Market (US only) and the RDG Technology Composite. The graph assumes that $100 was invested in our common stock on September 30, 2003 for each of
the indexes and that all dividends were reinvested. Unless otherwise specified, all dates refer to the last day of each month presented. The comparisons in the graph below are based on historical data, with our common stock prices based on the
closing price on the dates indicated, and are not intended to forecast the possible future performance of our common stock.

LOGO



|(A) | RECENT SALES OF UNREGISTERED SECURITIES
|--- | ---------------------------------------

None



|(B) | USE OF PROCEEDS FROM REGISTERED SECURITIES
|--- | ------------------------------------------

None



|(C) | ISSUER PURCHASES OF EQUITY SECURITIES
|--- | -------------------------------------

None



28



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|ITEM 6. | SELECTED CONSOLIDATED FINANCIAL DATA
|------- | ------------------------------------

The selected financial and
operating data were derived from our consolidated financial statements. The selected financial data set forth below is qualified in its entirety by, and should be read in conjunction with, Managements Discussion and Analysis of Financial
Condition and Results of Operations and our financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K (in thousands except per share data).



|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ---- | ------ | - |  | - | ------ | -
|                                            |  | Years Ended September 30, |       
|                                            |  | 2008                      |        |   | 2007 |   |        | 2006 |  |   | 2005   |   |  | 2004 |       
|Statement of Operations Data:               |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Revenue                                     |  | $                         | 15,601 |   |      | $ | 16,737 |      |  | $ | 12,564 |   |  | $    | 8,342  |   |  | $ | 4,413  |  
|Cost of revenue                             |  |                           | 4,205  |   |      |   | 4,133  |      |  |   | 3,215  |   |  |      | 2,754  |   |  |   | 1,759  |  
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Gross margin                                |  |                           | 11,396 |   |      |   | 12,604 |      |  |   | 9,349  |   |  |      | 5,588  |   |  |   | 2,654  |  
|Operating expenses                          |  |                           | 19,279 |   |      |   | 19,222 |      |  |   | 12,909 |   |  |      | 9,944  |   |  |   | 8,261  |  
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Loss from operations                        |  |                           | (7,883 | ) |      |   | (6,618 | )    |  |   | (3,560 | ) |  |      | (4,356 | ) |  |   | (5,607 | )
|Other income, net                           |  |                           | 10     |   |      |   | 248    |      |  |   | 77     |   |  |      | 187    |   |  |   | 99     |  
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Loss from continuing operations             |  |                           | (7,873 | ) |      |   | (6,370 | )    |  |   | (3,483 | ) |  |      | (4,169 | ) |  |   | (5,508 | )
|Gain on disposal of discontinued operations |  |                           |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   | 132    |  
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Net loss                                    |  | $                         | (7,873 | ) |      | $ | (6,370 | )    |  | $ | (3,483 | ) |  | $    | (4,169 | ) |  | $ | (5,376 | )
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Basic net loss per common share             |  | $                         | (0.22  | ) |      | $ | (0.18  | )    |  | $ | (0.11  | ) |  | $    | (0.14  | ) |  | $ | (0.18  | )
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Diluted net loss per common share           |  | $                         | (0.22  | ) |      | $ | (0.18  | )    |  | $ | (0.11  | ) |  | $    | (0.14  | ) |  | $ | (0.18  | )
|                                            |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Weighted average common shares: - Basic     |  |                           | 35,580 |   |      |   | 34,688 |      |  |   | 32,015 |   |  |      | 30,363 |   |  |   | 29,457 |  
|- Diluted                                   |  |                           | 35,580 |   |      |   | 34,688 |      |  |   | 32,015 |   |  |      | 30,363 |   |  |   | 29,457 |  
|                                            |  |                           |        |   |     
|                                            |  | 2008                      |        |   | 2007 |   |        | 2006 |  |   | 2005   |   |  | 2004 |       
|Balance Sheet Data at September 30:         |  |                           |        |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|Cash and cash equivalents                   |  | $                         | 3,560  |   |      | $ | 8,008  |      |  | $ | 2,751  |   |  | $    | 4,271  |   |  | $ | 7,583  |  
|Working capital                             |  |                           | 774    |   |      |   | 7,940  |      |  |   | 2,198  |   |  |      | 4,205  |   |  |   | 7,560  |  
|Total assets                                |  |                           | 17,474 |   |      |   | 23,981 |      |  |   | 16,912 |   |  |      | 16,245 |   |  |   | 18,631 |  
|Long-term liabilities                       |  |                           | 502    |   |      |   | 973    |      |  |   | 519    |   |  |      | 49     |   |  |   |       |  
|Stockholders equity                        |  |                           | 9,563  |   |      |   | 16,760 |      |  |   | 11,601 |   |  |      | 13,121 |   |  |   | 16,566 |  



29



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The financial and business analysis below provides information that Sonic Foundry, Inc. (the Company) believes is relevant to an assessment and understanding of the Companys consolidated financial position and
results of operations. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes.

When used in this Report, the words anticipate, expect, plan, believe, seek, estimate and similar expressions are intended to identify forward-looking statements. These
are statements that relate to future periods and include, but are not limited to, statements about the features, benefits and performance of our products, our ability to introduce new product offerings and increase revenue from existing products,
expected expenses including those related to selling and marketing, product development and general and administrative, our beliefs regarding the health and growth of the market for products, anticipated increase in our customer base, expansion of
our products functionalities, expected revenue levels and sources of revenue, expected impact, if any, of legal proceedings, the adequacy of liquidity and capital resources, and expected growth in business. Forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, market acceptance for our products, our ability to attract and retain customers and
distribution partners for existing and new products, our ability to control our expenses, our ability to recruit and retain employees, the ability of distribution partners to successfully sell our products, legislation and government regulation,
shifts in technology, global and local business conditions, our ability to effectively maintain and update our products and service portfolio, the strength of competitive offerings, the prices being charged by those competitors, and the risks
discussed elsewhere herein. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to
reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview

Sonic Foundry, Inc. is a technology leader in the emerging web communications
marketplace, providing enterprise solutions and services that link an information-driven world. The companys principal product line, Mediasite® is a web communication and content
management system that automatically and cost-effectively webcasts lectures and presentations. Trusted by Fortune 500 companies, top education institutions and Federal, state and local government agencies for a variety of critical communication
needs, Mediasite is the leading one-to-many multimedia communication solution for capturing knowledge and sharing it online.

Critical Accounting Policies

We have identified the following as critical accounting policies to our Company and have discussed the development, selection of estimates and the
disclosure regarding them with the audit committee of the board of directors:



| |  |  | Revenue recognition, allowance for doubtful accounts, and reserves;
| | - |  | -------------------------------------------------------------------



| |  |  | Impairment of long-lived assets;
| | - |  | --------------------------------



| |  |  | Valuation allowance for net deferred tax assets; and
| | - |  | ----------------------------------------------------



| |  |  | Accounting for stock-based compensation.
| | - |  | ----------------------------------------

Revenue
Recognition, Allowance for Doubtful Accounts and Reserves

General

Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable and collectibility is reasonably assured. Revenue is deferred when undelivered
products or services are essential to the functionality of delivered products, customer acceptance is uncertain, significant obligations remain, or the fair value of undelivered elements is unknown. The Company does not offer customers the right to
return product, other than for exchange or



30



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



repair pursuant to a warranty or stock rotation. The Companys policy is to reduce revenue if it incurs an obligation for price rebates or other such
programs during the period the obligation is reasonably estimated to occur. The following policies apply to the Companys major categories of revenue transactions.

Products

Products are considered delivered, and revenue is recognized, when title and risk of loss have been transferred to
the customer. Under the terms and conditions of the sale, this occurs at the time of shipment to the customer. Product revenue currently represents sales of our Mediasite recorders and Mediasite related products such as server software revenue.

Services

We sell support contracts to our customers,
typically one year in length, and record the related revenue ratably over the contractual period. Our support contracts cover phone and electronic technical support availability over and above the level provided by our distributors, software
upgrades on a when and if available basis, advance hardware replacement and an extension of the standard hardware warranty from 90 days to one year. The manufacturer we contract with to build the units performs hardware warranty service. We also
sell installation, training, event webcasting, and customer content hosting services. Revenue for those services is recognized when performed in the case of installation, training and event webcasting services and is recognized ratably over the
contract period for content hosting services. Service amounts invoiced to customers in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met.

Revenue Arrangements that Include Multiple Elements

Revenue for
transactions that include multiple elements such as hardware, software, installation, training, and post customer support is allocated to each element based on vendor-specific objective evidence of the fair value VSOE in accordance with
Statement of Position (SOP) 97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2. Revenue is recognized for each element when the revenue recognition criteria have been met for that element. VSOE is based on the
price charged when the element is sold separately. If VSOE of fair value does not exist for all elements in a multiple element arrangement, revenue is allocated first to the fair value of the undelivered elements and the residual revenue to the
delivered elements. The Company recognizes revenue for delivered elements only when all of the following criteria are satisfied: undelivered elements are not essential to the functionality of delivered elements, uncertainties regarding customer
acceptance are resolved, and the fair value for all undelivered elements is known.

For revenue arrangements with multiple elements outside the scope of
SOP 97-2, the Company accounts for the arrangements in accordance with Emerging Issues Task Force (EITF) Issue 00-21, Revenue Arrangements with Multiple Elements, and allocates the arrangements fees into separate units of
accounting based on fair value. The Company supports fair value of the elements based upon the prices the Company charges when it sells similar elements separately.

Reserves

We record reserves for stock rotations, price adjustments, rebates, and sales incentives to reduce revenue and
accounts receivable for these and other credits we may grant to customers. Such reserves are recorded at the time of sale and are calculated based on historical information (such as rates of product stock rotations) and the specific terms of sales
programs, taking into account any other known information about likely customer behavior. If actual customer behavior differs from our expectations, additional reserves may be required. Also, if we determine that we can no longer accurately estimate
amounts for stock rotations and sales incentives, we would not be able to recognize revenue until the customers exercise their rights, or such rights lapse, whichever is later.



31



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Shipping and Handling

The Companys shipping and handling costs billed to customers are included in other revenue. Costs related to shipping and handling are included in cost of revenue and are recorded at the time of shipment to the customer.

Credit Evaluation and allowance for doubtful accounts

We perform ongoing
credit evaluations of our customers financial condition and generally do not require collateral. We maintain allowances for potential credit losses and such losses have been within our expectations.

Impairment of long-lived assets

We assess the impairment of goodwill
and capitalized software development costs on an annual basis or whenever events or changes in circumstances indicate that the fair value of these assets is less than the carrying value.

If we determine that the fair value of goodwill is less than its carrying value, based upon the annual test or the existence of one or more indicators of impairment, we would then measure impairment based on a
comparison of the implied fair value of goodwill with the carrying amount of goodwill. To the extent the carrying amount of goodwill is greater than the implied fair value of goodwill, we would record an impairment charge for the difference.

We evaluate all of our long-lived assets, including intangible assets other than goodwill, for impairment in accordance with the provisions of SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We evaluate all of our long-lived assets and intangible assets, including intangible assets other than goodwill, for impairment. Long-lived assets and
intangible assets other than goodwill are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on expected undiscounted cash flows attributable to that asset.
Should events indicate that any of our long-lived assets are impaired; the amount of such impairment will be measured as the difference between the carrying value and the fair value of the impaired asset and recorded in earnings during the period of
such impairment.

Valuation allowance for net deferred tax assets

Deferred income taxes are provided for temporary differences between financial reporting and income tax basis of assets and liabilities, and are measured using currently enacted tax rates and laws. Deferred income
taxes also arise from the future benefits of net operating loss carryforwards. A valuation allowance equal to 100% of the net deferred tax assets has been recognized due to uncertainty regarding future realization.

Accounting for stock-based compensation

The Company adopted SFAS
123R using the modified prospective method. Under this transition method, compensation cost recognized in the years ended September 30, 2008, 2007 and 2006 include the cost for all stock options granted prior to, but not yet vested as of
October 1, 2005. This cost was based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123. The cost for all share-based awards granted subsequent to September 30, 2005, represent the grant-date fair
value that was estimated in accordance with the provisions of SFAS 123R. Results for prior periods have not been restated. Compensation cost for options will be recognized in earnings, net of estimated forfeitures, on a straight-line basis over the
requisite service period.

Upon the adoption of SFAS 123R, the Company changed its option valuation model from the Black-Scholes model to a lattice
valuation model for all stock options granted subsequent to September 30, 2005. The lattice valuation model is a more flexible analysis to value employee options because of its ability to incorporate inputs that change over time, such as actual
exercise behavior of option holders. The Company used historical data to estimate the option exercise and employee departure behavior used in the lattice valuation model. Expected volatility is based on historical volatility of the Companys
stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The Company considers all employees to have similar exercise behavior and therefore has not identified separate homogenous
groups for valuation. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the
contractual term of the options is based on the U.S. Treasury yields in effect at the time of grant.



32



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards
require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement
No. 157, which defers the effective date for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually), to
fiscal years beginning after November 15, 2008. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159) including an Amendment
of SFAS 115, which permits but does not require the Company to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This
statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial
position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141(R)), which establishes
principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement
of goodwill acquired in a business combination. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this standard is not expected to have a material effect on the
Companys results of operations or financial position.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements (SFAS 160)  an amendment of ARB No. 51. SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial
statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the
consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is
prohibited. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In
April 2008, the FASB issued FASB Staff Position 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3), which amends the list of factors an entity should consider in developing renewal or extension assumptions in
determining the useful life of recognized intangible assets under FAS No. 142, Goodwill and Other Intangible Assets. The new guidance applies to (1) intangible assets that are acquired individually or with a group of other assets and
(2) intangible assets acquired in both business combinations and asset acquisitions. Under FSP FAS 142-3, entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or extending
similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension. FSP FAS 142-3 will require certain additional disclosures beginning October 1, 2009 and
prospective application to useful life estimates prospectively for intangible assets acquired after September 20, 2009. The Company is in the process of evaluating the impact that the adoption of FSP FAS 142-3 may have on its financial
statements and related disclosures.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles
(SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of



33



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



financial statements of non-governmental entities that are presented in conformity with GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the
independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SECs approval of the Public Company
Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. SFAS 162 is not expected to have a material impact on our financial statements.

RESULTS OF OPERATIONS

You should read the following discussion of our results of operations and financial condition
in conjunction with our consolidated financial statements and related notes thereto included in Item 8 of this Annual Report on Form 10-K.

Revenue

Revenue from our business include the sales of Mediasite recorders and server software products and related services contracts, such as customer
support, installation, training, content hosting and event services sold separately. We market our products to educational institutions, corporations and government agencies that need to deploy, manage, index and distribute video content on
Internet-based networks. We reach both our domestic and international markets through reseller networks, a direct sales effort and partnerships with system integrators.

2008 compared to 2007

Revenue in 2008 totaled $15.6 million, compared to $16.7 million in 2007. Revenue consisted
of the following:



| |  |  | Product revenue from the sale of Mediasite recorders units and server software decreased from $12.4 million in 2007 to $8.4 million in 2008. The decrease is
primarily due to a reduction in the average sales price per unit and an increase in the percentage of revenue from higher margin and largely recurring service offerings. Additionally, $498 thousand of revenue for product not installed was deferred
at September 30, 2008. There was no such deferral at September 30, 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                               |  |      |          |      |   |         
|---------------------------------------------- |  | ---- | -------- | ---- | - | --------
|                                               |  | 2008 |          | 2007
|Units sold                                     |  |      | 776      |      |   | 720     
|Mobile to rack ratio                           |  |      | 0.8 to 1 |      |   | 1.0 to 1
|Average sales price, excluding support (000s) |  | $    | 11.3     |      | $ | 13.7    



| |  |  | Services revenue represent the portion of fees charged for Mediasite customer assurance service contracts amortized over the length of the contract, typically 12
months, as well as training, installation, event and content hosting services. Services revenue increased from $4.3 million in 2007 to $7.0 million in 2008 due primarily to an increase in event and content hosting services as well as support
contracts on new Mediasite recorder units and renewals of support contracts entered into in prior years. At September 30, 2008 $4.7 million of deferred revenue remained in unearned revenue, of which we expect to recognize approximately $2.2
million in the quarter ending December 31, 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other revenue relates to freight charges billed separately to our customers.
| | - |  | ----------------------------------------------------------------------------



34



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



2007 compared to 2006

Revenue in 2007 totaled $16.7 million, compared to $12.6 million in 2006. Revenue consisted of the following:



| |  |  | Product sales of Mediasite recorders increased from $9.9 million in 2006 to $12.4 million in 2007.
| | - |  | --------------------------------------------------------------------------------------------------



|                                               |  |      |          |      |   |         
|---------------------------------------------- |  | ---- | -------- | ---- | - | --------
|                                               |  | 2007 |          | 2006
|Units sold                                     |  |      | 720      |      |   | 553     
|Mobile to rack ratio                           |  |      | 1.0 to 1 |      |   | 1.0 to 1
|Average sales price, excluding support (000s) |  | $    | 13.7     |      | $ | 14.1    



| |  |  | Services revenue represent the portion of fees charged for Mediasite customer assurance service contracts amortized over the length of the contract, typically 12
months, as well as training, installation, event and content hosting services. Services revenue increased from $2.5 million in 2006 to $4.3 million in 2007 due primarily to support contracts on new Mediasite recorder units as well as renewals of
support contracts entered into in prior years. At September 30, 2007 $3.3 million of unrecognized support revenue remained in unearned revenue.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other revenue relates to freight charges billed separately to our customers.
| | - |  | ----------------------------------------------------------------------------

Gross Margin

2008 compared to 2007

Total gross margin for 2008 was $11.4 million or 73% compared to $12.6 million or 75% in 2007. Gross margin decreased due to discount pricing related to an increase in
higher volume transactions and end of life hardware upgrades. Gross margin was also negatively impacted by a decrease in the mix of server software licensing and an increase in the mix of billings from service contracts, which will be recognized
over the life of the contract. Our service operations generally result in higher gross margin when they are ultimately recognized. The significant components of cost of revenue include:



| |  |  | Material and freight costs for the Mediasite recorders. Costs for 2008 Mediasite recorder hardware and other costs totaled $3.4 million, along with $148 thousand of
freight costs, and $357 thousand of labor and allocated costs compared to fiscal 2007 Mediasite recorder costs of $3.5 million for hardware, $94 thousand freight and $207 thousand labor and allocated costs.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Services costs. Staff wages and other costs allocated to cost of service revenues were $319 thousand in fiscal 2008 and $308 thousand in fiscal 2007, resulting in
gross margin on services of 95% in fiscal 2008 and 93% in fiscal 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross margin is expected to increase in fiscal 2009 as total
revenue increases and as the mix of revenue continues to reflect a significant percentage of higher margin services revenue.

2007
compared to 2006

Total gross margin for 2007 was $12.6 million or 75% compared to $9.3 million or 74% in 2006. Increasing customer support revenue and
licensing of server software applications accounted for the majority of the increase in gross margin dollars over 2006 levels. The significant components of cost of revenue include:



| |  |  | Material and freight costs for the Mediasite recorder units. Costs for 2007 Mediasite recorder hardware and other costs amounted to $3.5 million, along with $94
thousand of freight costs, and $207 thousand of labor and allocated costs. This resulted in Mediasite gross margins  including support revenue  of 75%. The gross margin on Mediasite recorder sales varies with product mix
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Due to the increasing significance of our services, the time devoted by internal staff to customer services has increased and we therefore began allocating a
percentage of staff salaries and wages to cost of revenue in fiscal 2007. Such costs were $308 thousand in fiscal 2007. The cost of revenue for services in 2006 is immaterial and is included in selling and marketing expense.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



| |  |  | Costs associated with the acquisition of Mediasite in 2001 assigned to purchased technology and other identified intangibles were fully amortized as of
December 31, 2006. Amortization expense was approximately $53 thousand in fiscal 2007 and $368 thousand in fiscal 2006.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

Selling and Marketing Expenses

Selling and marketing expenses include wages and commissions for sales, marketing, business development and technical support personnel, print advertising and various promotional expenses for our products. Timing of
these costs may vary greatly depending on introduction of new products and services, entrance into new markets or participation in major tradeshows.

2008 compared to 2007

Selling and marketing expense increased $669 thousand, or 5% from $12.2 million in 2007 to $12.9 million in 2008.
Significant differences include:



| |  |  | Salaries, incentive compensation, and benefits increased $1.4 million over prior year due to higher staff levels through Q2 2008. The average staff size within
selling and marketing was 55 during fiscal 2007 compared to 64 in fiscal 2008. Severance payouts also contributed to the increase in salaries during 2008.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | These increases were partially offset by a reduction in travel expenses of $301 thousand, recruiting costs of $135 thousand, and advertising and tradeshows of $169
thousand compared to prior year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company initiated a plan in January 2008 to focus its selling and marketing efforts on the higher education market resulting in reductions, beginning in
Q2-2008, to tradeshow and other marketing efforts focused on the corporate markets as well as a reduction in selling and marketing staff.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of September 30, 2008 we had 59 employees in Selling and Marketing, a decrease of 9 employees or 13% from 68 employees at September 30, 2007. We reduced our headcount in Selling and Marketing in January 2008 from 73 and expect
our headcount to remain at or near current levels in fiscal 2009.

2007 compared to 2006

Selling and marketing expense increased $4.6 million, or 60% from $7.6 million in 2006 to $12.2 million in 2007. Significant differences include:



| |  |  | Growth in revenue and sales staff led to an increase of $3.9 million in wages, commissions, benefits, recruiting, travel and related administrative costs. Our sales
staff increased from 42 at September 30, 2006 to 68 at September 30, 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Advertising and tradeshow expenses increased $354 thousand over the prior year due to increased presence at tradeshows and additional conference sponsorships.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Non-cash stock compensation of $504 thousand compared to $296 thousand in the prior year.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | These increases were partially offset by a $308 thousand allocation of customer service expenses to cost of sales.
| | - |  | ------------------------------------------------------------------------------------------------------------------

General and Administrative Expenses

General and administrative
(G&A) expenses consist of personnel and related costs associated with the facilities, finance, legal, human resource and information technology departments, as well as other expenses not fully allocated to functional areas.

2008 compared to 2007

G&A
expenses decreased $1.1 million, or 27%, from $3.9 million in 2007 to $2.8 million in 2008. Major components of the change include:



| |  |  | Salaries, incentive compensation, and benefits decreased by $636 thousand over the prior year due to a reduction in headcount, lower bonus payments, and voluntary
reductions in executive compensation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



| |  |  | Professional services decreased $157 thousand due in part to a reduction in accounting, consulting and legal costs associated with Sarbanes-Oxley section 404
compliance.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2008 we recorded a benefit of $200 thousand due to the reversal of certain accruals in which payment is now deemed remote.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | In response to more timely collections, the Company decreased the reserve for uncollectible accounts receivable and recorded a benefit of $120 thousand in fiscal
2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of September 30, 2008 we had 7 full-time employees in G&A. We do not anticipate significant growth in G&A
headcount in fiscal 2008.

2007 compared to 2006

G&A expenses increased $845 thousand, or 28%, from $3.0 million in 2006 to $3.9 million in 2007. Major components of the change include:



| |  |  | Incentive compensation increased $559 thousand due primarily to no accrual of certain bonuses at September 30, 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Non-cash stock compensation associated with SFAS 123R of $107 thousand contributed to the increase in salary and wage expense. Non-cash stock compensation expense
was $70 thousand in the prior year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Professional services increased $312 thousand due to increased accounting and legal costs, including costs associated with initial Sarbanes-Oxley section 404
compliance.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In response to growing revenue and customer accounts receivable, the Company increased the reserve for uncollectible accounts receivable and recorded a charge of
$110 thousand in fiscal 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Facilities and depreciation expense increased $585 thousand due in part to the expansion of office space completed early in fiscal 2007. These increases were
partially offset by increased allocation to other functional areas.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of September 30, 2007 we had 14 full-time employees in
G&A.

Product Development Expenses

Product
development (R&D) expenses include salaries and wages of the software research and development staff and an allocation of benefits, facility and administrative expenses. Fluctuations in product development expenses correlate directly to changes
in headcount.

2008 compared to 2007

R&D expenses increased $431 thousand, or 14%, from $3.1 million in 2007 to $3.5 million in 2008. Salaries, incentive compensation, and benefits were the primary reason for the increase, accounting for $274 thousand of the increase over
the prior year. Included in this increase were severance costs related to the cost reduction plan initiated in January 2008. Professional services and facilities expense accounted for $136 thousand of the increase over the prior year primarily
related to one time costs of the cost reduction plan including a charge for an early lease termination.

As of September 30, 2008 we had 25 employees,
excluding interns, in Research and Development compared to 26 as of September 30, 2007. We do not anticipate significant growth in R&D headcount in fiscal 2009. No fiscal 2008 software development efforts qualify for capitalization under
SFAS No. 86 Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed.

2007 compared to
2006

R&D expenses increased $862 thousand, or 39%, from $2.2 million in 2006 to $3.1 million in 2007. Salaries, incentive compensation and
benefits were the primary reason for the increase, accounting for $625 thousand of the increase over the prior year. Non-cash stock compensation of $173 thousand associated with SFAS 123R, compared to $119 thousand in the prior year, also
contributed to the increase. In 2007, 76% of R&D expenses related to salaries and benefits.



37



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



As of September 30, 2007 we had 26 employees, excluding interns, in Research and Development compared to 21 as
of September 30, 2006. No fiscal 2007 software development efforts qualified for capitalization under SFAS No. 86 Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed.

Other Income

Other income included primarily interest income from
investments in certificates of deposit and overnight investment vehicles.

LIQUIDITY AND CAPITAL RESOURCES

We have funded our operations to date primarily from public and private placement offerings of equity securities and debt. On September 30, 2008, 2007 and 2006, we
had cash and cash equivalents of $3.6, $8.0 and $2.8 million, respectively.

2008 compared to 2007

Cash used in operating activities totaled $3.9 million in 2008 compared to $5.9 million in 2007, an improvement of $2.0 million or 34%. Cash used in 2008 was impacted by
an increase in the net loss of $1.5 million from $6.4 million to $7.9 million and offset by changes in non-cash charges and working capital. Working capital changes included the positive effects of an increase in unearned revenue, reductions in
accounts receivable, and reductions in prepaid expenses of $1.5 million, $1.3 million, and $306 thousand, respectively. During 2007, working capital adjustments included the negative effects of $1.7 million, $381 thousand, and $289 thousand,
respectively, due to an increase in accounts receivable, an increase in prepaid expenses, and a decrease in accounts payable, accrued liabilities and other liabilities.

Cash used in investing activities totaled $218 thousand in 2008 compared to cash used in investing activities of $394 thousand in 2007. Investing activities for each of these two years were due to the purchases of
property and equipment.

The Company has historically financed its operations primarily through cash from sales of equity securities, cash from operations,
and to a limited extent, through bank credit facilities. Cash used in financing activities in 2008 totaled $361 thousand compared to cash provided of $11.5 million in 2007. During 2007, financing activities included $10.7 million from the issuance
of common stock and from exercise of common stock purchase options and warrants, partially offset by notes payable and capital lease payments. The Company has incurred losses from operations in each of the last three fiscal years. In response to the
recurring operating losses, the Company initiated cost reduction efforts in January 2008. These efforts achieved a 24% reduction in quarterly operating expenses. The Company anticipates operating expenses to remain at or near these reduced
levels in fiscal 2009. Although the Company anticipates growth in billings in fiscal 2009, it believes its cash position is adequate to accomplish its business plan through at least the next twelve months even if billings remain unchanged and
therefore has no plans to seek additional debt or equity financing or to issue additional shares previously registered in its available shelf registration.

On May 2, 2007, the Company entered into a Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank providing for a credit facility in the form of a $3,000,000 secured revolving line of credit and a
$1,000,000 term loan. The Loan Agreement was modified on December 17, 2007 and March 31, 2008 and was amended and restated on June 16, 2008. We may evaluate further operating or capital lease opportunities to finance equipment
purchases in the future and may utilize the Companys revolving line of credit to support working capital needs, if the Company deems it advisable to do so. While the Company anticipates limited use of the line of credit and that it will be in
compliance with all provisions of the agreement, there can be no assurance that the existing Loan Agreement will remain available to the Company nor that additional financing will be available or on terms acceptable to the Company.



38



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



2007 compared to 2006

Cash used in operating activities totaled $5.9 million in 2007 compared to $2.4 million in 2006. Cash used in 2007 included a $1.7 million increase in accounts receivable due to increased revenue and a $381 thousand
increase in prepaid expenses and other current assets associated with expanded marketing programs allocated to future periods. Changes in working capital components in 2006 included a $1.3 million increase in receivables and an $86 thousand increase
in prepaid expenses and other current assets. In 2007 the increased cash use was partially offset by a $1.2 million increase in unearned revenue and $176 thousand in reduced cash requirements in inventories. In 2006, unearned revenue increased $1.0
million.

Cash used in investing activities totaled $394 thousand in 2007 compared to cash used in investing activities of $582 thousand in 2006. Investing
activities for each of these two years were due to the purchases of property and equipment.

Cash provided by financing activities in 2007 totaled $11.5
million compared to $1.5 million in 2006. Financing activities included $10.7 million from the issuance of common stock and from exercise of common stock purchase options and warrants, partially offset by notes payable and capital lease payments.

In December 2006, we issued 3 million shares of common stock in a public offering, and received net proceeds of $10.4 million for support of
continuing research and development efforts and capital expenditures, intellectual property protection, as well as other business development activities, working capital needs, and general corporate purposes. In November 2005, we issued
747 thousand shares of common stock and 149 thousand common stock purchase warrants to certain individual investors in a private placement, and received net proceeds of $731 thousand.

Contractual Obligations

The following summarizes our contractual
obligations at September 30, 2008 and the effect those obligations are expected to have on our liquidity and cash flow in future periods (in thousands):



|                              |  |       |       |                 |   |           |  |           |     |             |   |   |  |   |  
|----------------------------- |  | ----- | ----- | --------------- | - | --------- |  | --------- | --- | ----------- | - | - |  | - | -
|Contractual Obligations:      |  | Total |       | Less than1 Year |   | Years 2-3 |  | Years 4-5 |     | Over 5years
|Purchase commitments          |  | $     | 284   |                 | $ | 284       |  | $         |    |             | $ |  |  | $ | 
|Operating lease obligations   |  |       | 1,470 |                 |   | 479       |  |           | 991 |             |   |  |  |   | 
|Capital lease obligations (a) |  |       | 77    |                 |   | 51        |  |           | 26  |             |   |  |  |   | 
|Notes payable (a)             |  |       | 598   |                 |   | 368       |  |           | 230 |             |   |  |  |   | 



|(a) | Includes fixed and determinable interest payments
|--- | -------------------------------------------------



39



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Derivative Financial Instruments

We are not party to any derivative financial instruments or other financial instruments for which the fair
value disclosure would be required under SFAS No. 133, "Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments." Our cash equivalents consist of overnight investments in money market funds that are
carried at fair value. Accordingly, we believe that the market risk of such investments is minimal.

Interest Rate Risk

Our cash equivalents are subject to interest rate fluctuations, however, we believe this risk is immaterial due to the short-term nature of these investments.

Foreign Currency Exchange Rate Risk

All international sales of
our products are denominated in US dollars.



40



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|ITEM 8. | CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | --------------------------------------------------------

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Sonic Foundry, Inc.

We have audited the accompanying consolidated balance
sheets of Sonic Foundry, Inc. and subsidiary (a Maryland Corporation) (the Company) as of September 30, 2008 and 2007, and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in
the period ended September 30, 2008. Our audits of the basic financial statements included the financial statement schedule listed in the index appearing under Item 15. These financial statements and financial statement schedule are the
responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of Sonic Foundry, Inc. as of September 30, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in
the period ended September 30, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ GRANT THORNTON LLP

Madison, Wisconsin

December 5, 2008



41



---

##### Table of Contents

Sonic Foundry, Inc.

Consolidated Balance Sheets

(in
thousands except for share and per share data)



|                                                                                                                                                         |  |               |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                                         |  | September 30, |         
|                                                                                                                                                         |  | 2008          |          |   | 2007 |  
|Assets                                                                                                                                                   |  |               |          |   |      |   |          |  
|Current assets:                                                                                                                                          |  |               |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                                |  | $             | 3,560    |   |      | $ | 8,008    |  
|Accounts receivable, net of allowances of $150 and $270                                                                                                  |  |               | 3,864    |   |      |   | 5,001    |  
|Inventories                                                                                                                                              |  |               | 330      |   |      |   | 204      |  
|Prepaid expenses and other current assets                                                                                                                |  |               | 429      |   |      |   | 975      |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total current assets                                                                                                                                     |  |               | 8,183    |   |      |   | 14,188   |  
|Property and equipment:                                                                                                                                  |  |               |          |   |      |   |          |  
|Leasehold improvements                                                                                                                                   |  |               | 980      |   |      |   | 975      |  
|Computer equipment                                                                                                                                       |  |               | 2,476    |   |      |   | 2,267    |  
|Furniture and fixtures                                                                                                                                   |  |               | 461      |   |      |   | 461      |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total property and equipment                                                                                                                             |  |               | 3,917    |   |      |   | 3,703    |  
|Less accumulated depreciation and amortization                                                                                                           |  |               | 2,223    |   |      |   | 1,520    |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Net property and equipment                                                                                                                               |  |               | 1,694    |   |      |   | 2,183    |  
|Other assets:                                                                                                                                            |  |               |          |   |      |   |          |  
|Goodwill and other intangible assets, net of amortization of $19 and $6                                                                                  |  |               | 7,597    |   |      |   | 7,610    |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total assets                                                                                                                                             |  | $             | 17,474   |   |      | $ | 23,981   |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Liabilities and stockholders equity                                                                                                                     |  |               |          |   |      |   |          |  
|Current liabilities:                                                                                                                                     |  |               |          |   |      |   |          |  
|Accounts payable                                                                                                                                         |  | $             | 1,256    |   |      | $ | 1,512    |  
|Accrued liabilities                                                                                                                                      |  |               | 1,113    |   |      |   | 1,023    |  
|Unearned revenue                                                                                                                                         |  |               | 4,661    |   |      |   | 3,314    |  
|Current portion of capital lease obligations                                                                                                             |  |               | 46       |   |      |   | 66       |  
|Current portion of notes payable                                                                                                                         |  |               | 333      |   |      |   | 333      |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total current liabilities                                                                                                                                |  |               | 7,409    |   |      |   | 6,248    |  
|                                                                                                                                                         |  |              
|Long-term portion of capital lease obligations                                                                                                           |  |               | 24       |   |      |   | 69       |  
|Long-term portion of notes payable                                                                                                                       |  |               | 223      |   |      |   | 556      |  
|Other liabilities                                                                                                                                        |  |               | 255      |   |      |   | 348      |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total liabilities                                                                                                                                        |  |               | 7,911    |   |      |   | 7,221    |  
|                                                                                                                                                         |  |              
|Commitments and contingencies                                                                                                                            |  |               |          |   |      |   |          |  
|                                                                                                                                                         |  |              
|Stockholders equity:                                                                                                                                    |  |               |          |   |      |   |          |  
|Preferred stock, $.01 par value, authorized 5,000,000 shares; none issued                                                                                |  |               |         |   |      |   |         |  
|5% preferred stock, Series B, voting, cumulative, convertible, $.01 par value (liquidation preference at par), authorized 10,000,000 shares,
none issued |  |               |         |   |      |   |         |  
|Common stock, $.01 par value, authorized 100,000,000 shares; 35,728,837 and 35,684,503 shares issued and 35,601,670 and 35,557,336 shares
outstanding    |  |               | 357      |   |      |   | 357      |  
|Additional paid-in capital                                                                                                                               |  |               | 184,204  |   |      |   | 183,528  |  
|Accumulated deficit                                                                                                                                      |  |               | (174,803 | ) |      |   | (166,930 | )
|Receivable for common stock issued                                                                                                                       |  |               | (26      | ) |      |   | (26      | )
|Treasury stock, at cost, 127,167 shares                                                                                                                  |  |               | (169     | ) |      |   | (169     | )
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total stockholders equity                                                                                                                               |  |               | 9,563    |   |      |   | 16,760   |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  
|Total liabilities and stockholders equity                                                                                                               |  | $             | 17,474   |   |      | $ | 23,981   |  
|                                                                                                                                                         |  |               |          |   |      |   |          |  

See accompanying notes



42



---

##### Table of Contents

Sonic Foundry, Inc.

Consolidated Statements of Operations

(in thousands except for share and per share data)



|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|-------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                       |  | Years Ended September 30, |           
|                                       |  | 2008                      |            |   | 2007 |   |            | 2006 | 
|Revenue:                               |  |                           |            |   |      |   |            |      |  |   |            |  
|Product                                |  | $                         | 8,439      |   |      | $ | 12,445     |      |  | $ | 9,902      |  
|Services                               |  |                           | 7,037      |   |      |   | 4,254      |      |  |   | 2,506      |  
|Other                                  |  |                           | 125        |   |      |   | 38         |      |  |   | 156        |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Total revenue                          |  |                           | 15,601     |   |      |   | 16,737     |      |  |   | 12,564     |  
|                                       |  |                           |           
|Cost of revenue:                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Product                                |  |                           | 3,886      |   |      |   | 3,825      |      |  |   | 3,215      |  
|Services                               |  |                           | 319        |   |      |   | 308        |      |  |   |           |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Total cost of revenue                  |  |                           | 4,205      |   |      |   | 4,133      |      |  |   | 3,215      |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Gross margin                           |  |                           | 11,396     |   |      |   | 12,604     |      |  |   | 9,349      |  
|                                       |  |                           |           
|Operating expenses:                    |  |                           |            |   |      |   |            |      |  |   |            |  
|Selling and marketing                  |  |                           | 12,905     |   |      |   | 12,236     |      |  |   | 7,630      |  
|General and administrative             |  |                           | 2,843      |   |      |   | 3,886      |      |  |   | 3,041      |  
|Product development                    |  |                           | 3,531      |   |      |   | 3,100      |      |  |   | 2,238      |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Total operating expenses               |  |                           | 19,279     |   |      |   | 19,222     |      |  |   | 12,909     |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Loss from operations                   |  |                           | (7,883     | ) |      |   | (6,618     | )    |  |   | (3,560     | )
|                                       |  |                           |           
|Interest expense                       |  |                           | (89        | ) |      |   | (37        | )    |  |   | (6         | )
|Other income, net                      |  |                           | 99         |   |      |   | 285        |      |  |   | 83         |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Total other income                     |  |                           | 10         |   |      |   | 248        |      |  |   | 77         |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|                                       |  |                           |           
|Net loss                               |  | $                         | (7,873     | ) |      | $ | (6,370     | )    |  | $ | (3,483     | )
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Loss per common share:                 |  |                           |            |   |      |   |            |      |  |   |            |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Basic net loss per common share        |  | $                         | (0.22      | ) |      | $ | (0.18      | )    |  | $ | (0.11      | )
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Diluted net loss per common share      |  | $                         | (0.22      | ) |      | $ | (0.18      | )    |  | $ | (0.11      | )
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
|Weighted average common shares  Basic |  |                           | 35,579,665 |   |      |   | 34,688,039 |      |  |   | 32,015,310 |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  
| Diluted                              |  |                           | 35,579,665 |   |      |   | 34,688,039 |      |  |   | 32,015,310 |  
|                                       |  |                           |            |   |      |   |            |      |  |   |            |  

See accompanying notes



43



---

##### Table of Contents

Sonic Foundry, Inc.

Consolidated Statements of Stockholders Equity

For the Years Ended September 30, 2008, 2007 and 2006

(in thousands)



|                                              |  |             |     |                          |   |                    |  |   |                                  |   |  |               |     |   |       |   |      |   |  |   |        |  
|--------------------------------------------- |  | ----------- | --- | ------------------------ | - | ------------------ |  | - | -------------------------------- | - |  | ------------- | --- | - | ----- | - | ---- | - |  | - | ------ | -
|                                              |  | Commonstock |     | Additionalpaid-incapital |   | AccumulatedDeficit |  |   | Receivablefor commonstock issued |   |  | Treasurystock |     |   | Total |  
|Balance, September 30, 2005                   |  | $           | 309 |                          | $ | 170,083            |  | $ | (157,077                         | ) |  | $             | (26 | ) |       | $ | (168 | ) |  | $ | 13,121 |  
|Stock compensation                            |  |             |    |                          |   | 485                |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 485    |  
|Issuance of common stock                      |  |             | 7   |                          |   | 668                |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 675    |  
|Issuance of common stock warrants and options |  |             |    |                          |   | 245                |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 245    |  
|Exercise of common stock warrants and options |  |             | 6   |                          |   | 552                |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 558    |  
|Net loss                                      |  |             |    |                          |   |                   |  |   | (3,483                           | ) |  |               |    |   |       |   |     |   |  |   | (3,483 | )
|                                              |  |             |     |                          |   |                    |  |   |                                  |   |  |               |     |   |       |   |      |   |  |   |        |  
|Balance, September 30, 2006                   |  |             | 322 |                          |   | 172,033            |  |   | (160,560                         | ) |  |               | (26 | ) |       |   | (168 | ) |  |   | 11,601 |  
|Stock compensation                            |  |             |    |                          |   | 784                |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 784    |  
|Issuance of common stock                      |  |             | 30  |                          |   | 10,362             |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 10,392 |  
|Issuance of common stock warrants and options |  |             |    |                          |   | 18                 |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 18     |  
|Exercise of common stock warrants and options |  |             | 5   |                          |   | 331                |  |   |                                 |   |  |               |    |   |       |   | (1   | ) |  |   | 335    |  
|Net loss                                      |  |             |    |                          |   |                   |  |   | (6,370                           | ) |  |               |    |   |       |   |     |   |  |   | (6,370 | )
|                                              |  |             |     |                          |   |                    |  |   |                                  |   |  |               |     |   |       |   |      |   |  |   |        |  
|Balance, September 30, 2007                   |  |             | 357 |                          |   | 183,528            |  |   | (166,930                         | ) |  |               | (26 | ) |       |   | (169 | ) |  |   | 16,760 |  
|Stock compensation                            |  |             |    |                          |   | 639                |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 639    |  
|Issuance of common stock warrants and options |  |             |    |                          |   | 7                  |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 7      |  
|Exercise of common stock warrants and options |  |             |    |                          |   | 30                 |  |   |                                 |   |  |               |    |   |       |   |     |   |  |   | 30     |  
|Net loss                                      |  |             |    |                          |   |                   |  |   | (7,873                           | ) |  |               |    |   |       |   |     |   |  |   | (7,873 | )
|                                              |  |             |     |                          |   |                    |  |   |                                  |   |  |               |     |   |       |   |      |   |  |   |        |  
|Balance, September 30, 2008                   |  | $           | 357 |                          | $ | 184,204            |  | $ | (174,803                         | ) |  | $             | (26 | ) |       | $ | (169 | ) |  | $ | 9,563  |  
|                                              |  |             |     |                          |   |                    |  |   |                                  |   |  |               |     |   |       |   |      |   |  |   |        |  

See accompanying notes



44



---

##### Table of Contents

Sonic Foundry, Inc.

Consolidated Statements of Cash Flows

(in thousands)



|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                                 |  | Years Ended September 30, |       
|                                                                                 |  | 2008                      |        |   | 2007 |   |        | 2006 | 
|Operating activities                                                             |  |                           |        |   |      |   |        |      |  |   |        |  
|Net loss                                                                         |  | $                         | (7,873 | ) |      | $ | (6,370 | )    |  | $ | (3,483 | )
|Adjustments to reconcile net loss to net cash used in operating activities:      |  |                           |        |   |      |   |        |      |  |   |        |  
|Amortization of other intangibles                                                |  |                           | 13     |   |      |   | 58     |      |  |   | 330    |  
|Depreciation and amortization of property and equipment                          |  |                           | 702    |   |      |   | 649    |      |  |   | 364    |  
|Loss on sale of fixed assets                                                     |  |                           | 5      |   |      |   | 1      |      |  |   |       |  
|Provision for doubtful accounts                                                  |  |                           | (120   | ) |      |   | 110    |      |  |   |       |  
|Share-based compensation expense related to stock warrants and options           |  |                           | 639    |   |      |   | 784    |      |  |   | 485    |  
|Other non-cash items                                                             |  |                           | 98     |   |      |   | (32    | )    |  |   | 45     |  
|Changes in operating assets and liabilities:                                     |  |                           |        |   |      |   |        |      |  |   |        |  
|Accounts receivable                                                              |  |                           | 1,257  |   |      |   | (1,669 | )    |  |   | (1,255 | )
|Inventories                                                                      |  |                           | (126   | ) |      |   | 176    |      |  |   | 16     |  
|Prepaid expenses and other assets                                                |  |                           | 306    |   |      |   | (381   | )    |  |   | (86    | )
|Accounts payable, accrued liabilities and other long-term liabilities            |  |                           | (259   | ) |      |   | (382   | )    |  |   | 94     |  
|Unearned revenue                                                                 |  |                           | 1,489  |   |      |   | 1,164  |      |  |   | 1,048  |  
|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|Net cash used in operating activities                                            |  |                           | (3,869 | ) |      |   | (5,892 | )    |  |   | (2,442 | )
|                                                                                 |  |                           |       
|Investing activities                                                             |  |                           |        |   |      |   |        |      |  |   |        |  
|                                                                                 |  |                           |       
|Purchases of property and equipment                                              |  |                           | (218   | ) |      |   | (394   | )    |  |   | (582   | )
|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|Net cash used in investing activities                                            |  |                           | (218   | ) |      |   | (394   | )    |  |   | (582   | )
|                                                                                 |  |                           |       
|Financing activities                                                             |  |                           |        |   |      |   |        |      |  |   |        |  
|                                                                                 |  |                           |       
|Proceeds from issuance of common stock, net of issuance costs                    |  |                           |       |   |      |   | 10,392 |      |  |   | 731    |  
|Proceeds from issuance of common stock warrants and options                      |  |                           | 7      |   |      |   | 18     |      |  |   | 245    |  
|Proceeds from exercise of common stock warrants and options                      |  |                           | 30     |   |      |   | 335    |      |  |   | 552    |  
|Proceeds from notes payable                                                      |  |                           |       |   |      |   | 1,000  |      |  |   |       |  
|Payments of capitalized loan fees                                                |  |                           |       |   |      |   | (40    | )    |  |   |       |  
|Payments on notes payable                                                        |  |                           | (333   | ) |      |   | (111   | )    |  |   |       |  
|Payments on capital leases                                                       |  |                           | (65    | ) |      |   | (51    | )    |  |   | (24    | )
|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|Net cash (used in) provided by financing activities                              |  |                           | (361   | ) |      |   | 11,543 |      |  |   | 1,504  |  
|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|                                                                                 |  |                           |       
|Net (decrease) increase in cash and cash equivalents                             |  |                           | (4,448 | ) |      |   | 5,257  |      |  |   | (1,520 | )
|Cash and cash equivalents at beginning of period                                 |  |                           | 8,008  |   |      |   | 2,751  |      |  |   | 4,271  |  
|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|Cash and cash equivalents at end of period                                       |  | $                         | 3,560  |   |      | $ | 8,008  |      |  | $ | 2,751  |  
|                                                                                 |  |                           |        |   |      |   |        |      |  |   |        |  
|Supplemental cash flow information:                                              |  |                           |        |   |      |   |        |      |  |   |        |  
|Interest paid                                                                    |  |                           | 89     |   |      |   | 37     |      |  |   | 6      |  
|Non-cash transactions:                                                           |  |                           |        |   |      |   |        |      |  |   |        |  
|Capital lease acquisitions                                                       |  |                           |       |   |      |   | 67     |      |  |   | 101    |  
|Property and equipment financed by accounts payable or other accrued liabilities |  |                           |       |   |      |   | 78     |      |  |   | 968    |  



45



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|1. | Basis of Presentation and Significant Accounting Policies
|-- | ---------------------------------------------------------

Business

Sonic Foundry, Inc. (the Company) is in the business of providing enterprise solutions and services for the web
communications market.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany transactions and balances have been eliminated. In 2008, 2007 and 2006, net loss equaled comprehensive
loss as there were no items of comprehensive income.

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP), management is required to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the period. Actual results could differ from
those estimates.

Revenue Recognition

General

Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed or determinable
and collectibility is reasonably assured. Revenue is deferred when undelivered products or services are essential to the functionality of delivered products, customer acceptance is uncertain, significant obligations remain, or the fair value of
undelivered elements is unknown. The Company does not offer customers the right to return product, other than for exchange or repair pursuant to a warranty or stock rotation. The Companys policy is to reduce revenue if it incurs an obligation
for price rebates or other such programs during the period the obligation is reasonably estimated to occur. The following policies apply to the Companys major categories of revenue transactions.

Products

Products are considered delivered, and revenue is recognized, when
title and risk of loss have been transferred to the customer. Under the terms and conditions of the sale, this occurs at the time of shipment to the customer. Product revenue currently represents sales of our Mediasite recorder and Mediasite related
products such as server software revenue.

Services

We sell
support contracts to our customers, typically one year in length and record the related revenue ratably over the contractual period. Our support contracts cover phone and electronic technical support availability over and above the level provided by
our distributors, software upgrades on a when and if available basis, advance hardware replacement and an extension of the standard hardware warranty from 90 days to one year. The manufacturer we contract with to build the units performs hardware
warranty service. We also sell installation, training, event webcasting, and customer content hosting services. Revenue for those services is recognized when performed in the case of installation, training and event webcasting services and is
recognized ratably over the contract period for content hosting services. Service amounts invoiced to customers in excess of revenue recognized are recorded as deferred revenue until the revenue recognition criteria are met.



46



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Revenue Arrangements that Include Multiple Elements

Revenue for transactions that include multiple elements such as hardware, software, installation, training, and post customer support is allocated to each element based on vendor-specific objective evidence of the
fair value (VSOE) in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2. Revenue is recognized for each element when the revenue recognition criteria have
been met for that element. VSOE is based on the price charged when the element is sold separately. If VSOE of fair value does not exist for all elements in a multiple element arrangement, revenue is allocated first to the fair value of the
undelivered elements and the residual revenue to the delivered elements. The Company recognizes revenue for delivered elements only when all of the following criteria are satisfied: undelivered elements are not essential to the functionality of
delivered elements, uncertainties regarding customer acceptance are resolved, and the fair value for all undelivered elements is known.

For revenue
arrangements with multiple elements outside the scope of SOP 97-2, the Company accounts for the arrangements in accordance with Emerging Issues Task Force (EITF) Issue 00-21, Revenue Arrangements with Multiple Elements, and allocates the
arrangements fees into separate units of accounting based on fair value. The Company supports fair value of the elements based upon the prices the Company charges when it sells similar elements separately.

Reserves

We record reserves for stock rotations, price adjustments,
rebates, and sales incentives to reduce revenue and accounts receivable for these and other credits we may grant to customers. Such reserves are recorded at the time of sale and are calculated based on historical information (such as rates of
product stock rotations) and the specific terms of sales programs, taking into account any other known information about likely customer behavior. If actual customer behavior differs from our expectations, additional reserves may be required. Also,
if we determine that we can no longer accurately estimate amounts for stock rotations and sales incentives, we would not be able to recognize revenue until resellers sell the inventory to the final end user.

Shipping and Handling

The Companys shipping and handling costs billed
to customers are included in other revenue. Costs related to shipping and handling are included in cost of revenue and are recorded at the time of shipment to the customer.

Concentration of Credit Risk and Other Risks and Uncertainties

The Companys cash and cash equivalents are
deposited with two major financial institutions. At times, deposits in these institutions exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on such amounts and believes that it is not exposed to any
significant credit risk on these balances.

We perform ongoing credit evaluations of our customers financial condition and generally do not require
collateral. We maintain allowances for potential credit losses and such losses have been within our expectations. We had billings for Mediasite product and support services as a percentage of total billings to one distributor of approximately 44% in
2008 and 46% in 2007. There were no customers with billings over 10% in 2006.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include amounts
invested in certificates of deposit of $6.5 and $1.0 million at September 30, 2007 and 2006. There were no amounts invested in certificates of deposit at September 30, 2008.



47



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Trade Accounts Receivable

The majority of the Companys accounts receivable are due from entities in, or distributors or value added resellers to, the education, corporate and government sectors. Credit is extended based on evaluation of
a customers financial condition and, generally, collateral is not required. Accounts receivable are due within 30 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the
contractual payment terms are considered to be past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Companys previous loss history, the
customers current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received
on such receivables are credited to the allowance for doubtful accounts. Interest is not accrued on past due receivables.

Inventory Valuation

Inventory consists of raw materials and supplies used in the assembly of Mediasite recorders and finished units. Inventory of completed units and
spare parts are carried at the lower of cost or market, with cost determined on a first-in, first-out basis.

Inventory consists of the following (in
thousands):



|                           |  |               |     |      |   |    
|-------------------------- |  | ------------- | --- | ---- | - | ---
|                           |  | September 30,
|                           |  | 2008          |     | 2007
|Raw materials and supplies |  | $             | 10  |      | $ | 10 
|Finished goods             |  |               | 320 |      |   | 194
|                           |  |               |     |      |   |    
|                           |  | $             | 330 |      | $ | 204
|                           |  |               |     |      |   |    

Software Development Costs

Internal software development costs are capitalized after technological feasibility is established. The capitalized cost is then amortized on a straight-line basis over the estimated product life, or on the ratio of
current revenue to total projected product revenue, whichever is greater. To date, the period between achieving technological feasibility, which the Company has defined as the establishment of a working model which typically occurs when the beta
testing commences, and the general availability of such software has been short and software development costs qualifying for capitalization have been insignificant. Accordingly, the Company has not capitalized any internal software development
costs.



48



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Property and Equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method for financial reporting purposes. The estimated useful lives used to calculate depreciation are as follows:



|                       |  |              
|---------------------- |  | -------------
|                       |  | Years        
|Leasehold improvements |  | 5 to 10 years
|Computer equipment     |  | 3 to 5 years 
|Furniture and fixtures |  | 7 years      

Impairment of Long-Lived Assets

In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment of Long-lived Assets, the Company reviews long-lived assets, including
property and equipment, capitalized software development costs and other intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is reviewed for impairment annually.
Recoverability of an asset is measured by comparing its carrying value to the expected undiscounted cash flows. An impairment is measured by the amount by which the carrying value of the related asset or group of assets exceeds the expected
undiscounted cash flows. As of September 30, 2008 the Company has recognized no such losses.

Advertising Expense

Advertising costs included in selling and marketing, are expensed when the advertising first takes place. Advertising expense was $306, $246 and $114 thousand for years
2008, 2007, and 2006, respectively.

Research and Development Costs

Research and development costs are expensed in the period incurred.

Income Taxes

Deferred income taxes are provided for temporary differences between financial reporting and income tax basis of assets and liabilities, and are measured using currently
enacted tax rates and laws. Deferred income taxes also arise from the future benefits of net operating loss carryforwards. A valuation allowance equal to 100% of the net deferred tax assets has been recognized due to uncertainty regarding the future
realization of these assets.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and debt instruments. The book values of cash and cash equivalents, accounts receivable, debt
and accounts payable are considered to be representative of their respective fair values. The carrying value of capital lease obligations, including the current portion, approximates fair market value as the fixed rate approximates the current
market rate of interest available to the Company.

Stock-Based Compensation

Effective October 1, 2005, the Company adopted the provisions of SFAS No. 123R, Share-Based Payment  an Amendment of FASB Statement Nos. 123 and 95 (SFAS 123R) for its stock option plans. The Company
previously accounted for these plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations and disclosure requirements
established by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure.



49



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The Company adopted SFAS 123R using the modified prospective method. Under this transition method, compensation cost
recognized for the years ended September 30, 2008, 2007 and 2006 include the cost for all stock options granted prior to, but not yet vested as of October 1, 2005. This cost was based on the grant-date fair value estimated in accordance
with the original provisions of SFAS 123. The cost for all share-based awards granted subsequent to September 30, 2005, represents the grant-date fair value that was estimated in accordance with the provisions of SFAS 123R. Results for prior
periods have not been restated. Compensation cost for options will be recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. Stock-based compensation expense in the table below does not
reflect any income tax effect, which is consistent with the Companys treatment of net deferred tax assets and offsetting valuation allowance.

Upon
the adoption of SFAS 123R, the Company changed its option valuation model from the Black-Scholes model to a lattice valuation model for all stock options granted subsequent to September 30, 2005. The lattice valuation model is a more flexible
analysis to value options because of its ability to incorporate inputs that change over time, such as actual exercise behavior of option holders. The Company uses historical data to estimate the option exercise and employee departure behavior in the
lattice valuation model. Expected volatility is based on historical volatility of the Companys stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The Company considers all
employees to have similar exercise behavior and therefore has not identified separate homogenous groups for valuation. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that
options granted are expected to be outstanding. The risk-free rate for periods the options are expected to be outstanding is based on the U.S. Treasury yields in effect at the time of grant.

The fair value of each option grant is estimated using the assumptions in the following table:



|                        |  |                           |  |                |  |               
|----------------------- |  | ------------------------- |  | -------------- |  | --------------
|                        |  | Years Ended September 30,
|                        |  | 2008                      |  | 2007           |  | 2006          
|Method                  |  | Lattice                   |  | Lattice        |  | Lattice       
|Expected life (years)   |  | 5.7 6.0 years            |  | 5.7 -5.8 years |  | 4.9 -5.5 years
|Risk-free interest rate |  | 2.2% - 3.4%               |  | 4.5% - 4.8%    |  | 4.5% - 5.0%   
|Expected volatility     |  | 63.1% -76.4%              |  | 62.5% -65.4%   |  | 69.4% -71.1%  
|Expected dividend yield |  | 0%                        |  | 0%             |  | 0%            



50



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Per Share Computation

Basic and diluted net loss per share information for all periods is presented under the requirements of SFAS No. 128, Earnings per Share. Basic earnings per share has been computed using the weighted-average
number of shares of common stock outstanding during the period, less shares that may be repurchased, and excludes any dilutive effects of options and warrants. If the Company had reported net income during the periods presented below, diluted net
income per share would have been computed using common equivalent shares related to outstanding options and warrants to purchase common stock. The numerator for the calculation of basic and diluted earnings per share is net income (loss). The
following table sets forth the computation of basic and diluted weighted average shares used in the earnings per share calculations:



|                                                                                                                                          |  |                           |  |            |  |           
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ---------- |  | ----------
|                                                                                                                                          |  | Years ended September 30,
|                                                                                                                                          |  | 2008                      |  | 2007       |  | 2006      
|Denominator for basic earnings per share                                                                                                  |  |                           |  |            |  |           
|- weighted average common shares                                                                                                          |  | 35,579,665                |  | 34,688,039 |  | 32,015,310
|                                                                                                                                          |  |                           | 
|Effect of dilutive options and warrants (treasury method)                                                                                 |  |                          |  |           |  |          
|                                                                                                                                          |  |                           |  |            |  |           
|Denominator for diluted earnings per share                                                                                                |  |                           |  |            |  |           
|- adjusted weighted average common shares                                                                                                 |  | 35,579,665                |  | 34,688,039 |  | 32,015,310
|                                                                                                                                          |  |                           |  |            |  |           
|Securities outstanding during each year, but not included in the computation of diluted earnings per share because they are
antidilutive: |  |                           |  |            |  |           
|Options and warrants                                                                                                                      |  | 6,806,885                 |  | 5,271,000  |  | 5,264,000 

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies
whenever other standards require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. In February 2008, the FASB issued FASB Staff Position No. 157-2,
Effective Date of FASB Statement No. 157, which defers the effective date for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis
(that is, at least annually), to fiscal years beginning after November 15, 2008. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159)
including an Amendment of SFAS 115, which permits but does not require the Company to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are
reported in earnings. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of this standard is not expected to have a material effect on the Companys results of
operations or financial position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("SFAS 141(R)"), which
establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (SFAS 160)  an amendment of ARB No. 51. SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is



51



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity in the consolidated
financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the
face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption
is prohibited. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

In
April 2008, the FASB issued FASB Staff Position 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3), which amends the list of factors an entity should consider in developing renewal or extension assumptions in
determining the useful life of recognized intangible assets under FAS No. 142, Goodwill and Other Intangible Assets. The new guidance applies to (1) intangible assets that are acquired individually or with a group of other assets and
(2) intangible assets acquired in both business combinations and asset acquisitions. Under FSP FAS 142-3, entities estimating the useful life of a recognized intangible asset must consider their historical experience in renewing or extending
similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension. FSP FAS 142-3 will require certain additional disclosures beginning October 1, 2009 and
prospective application to useful life estimates prospectively for intangible assets acquired after September 20, 2009. The Company is in the process of evaluating the impact that the adoption of FSP FAS 142-3 may have on its financial
statements and related disclosures.

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles
(SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with
GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60
days following the SECs approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. SFAS 162 is not expected to have a material impact on our financial statements.

Reclassifications

Certain reclassifications have been made
to the 2007 financial statements to conform to the 2008 presentation.



|2. | Commitments
|-- | -----------

The Company leases certain equipment under capital
lease agreements expiring through April 2010. Such leases are included in fixed assets with a cost of $168 thousand and accumulated depreciation of $101 thousand at September 30, 2008. Minimum lease payments, including principal and interest,
are summarized in the table below.



|                           |  |         |    |  
|-------------------------- |  | ------- | -- | -
|Fiscal Year (in thousands) |  | Capital |   
|2009                       |  | $       | 51 |  
|2010                       |  |         | 26 |  
|                           |  |         |    |  
|Total payments             |  |         | 77 |  
|Less interest              |  |         | (7 | )
|                           |  |         |    |  
|Total                      |  | $       | 70 |  
|                           |  |         |    |  

The Company leases certain facilities and equipment under operating lease agreements expiring at various times
through September 30, 2011. Total rent expense related to continuing operations on all operating leases was approximately $622, $509, and $332 thousand for the years ended September 30, 2008, 2007, and 2006, respectively.



52



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The Company enters into unconditional purchase commitments on a regular basis for the supply of Mediasite
recorders. The Company has an obligation to purchase a remaining $284 thousand over the next fiscal quarter, which is not recorded on the Company's Balance Sheet. At September 30, 2007, the Company had unconditional purchase
commitments of $1.3 million.

The Company enters into license agreements that generally provide indemnification against intellectual property claims for
its customers as well as indemnification agreements with certain service providers, landlords and other parties in the normal course of business. The Company has not incurred any material costs as a result of such indemnifications and has not
accrued any liabilities related to such obligations in the consolidated financial statements.

The following is a schedule by year of future minimum lease
payments under operating leases:



|                           |  |           |      
|-------------------------- |  | --------- | -----
|Fiscal Year (in thousands) |  | Operating
|2009                       |  | $         | 479  
|2010                       |  |           | 490  
|2011                       |  |           | 501  
|2012 and thereafter        |  |           |     
|                           |  |           |      
|Total                      |  | $         | 1,470
|                           |  |           |      



|3. | Liquidity
|-- | ---------

The Company has incurred losses from operations in each
of the last three fiscal years. In response to the recurring operating losses, the Company initiated cost reduction efforts in January 2008. These efforts achieved a 24% reduction in quarterly operating expenses. The Company anticipates
operating expenses to remain at or near these reduced levels in fiscal 2009. Although the Company anticipates growth in billings in fiscal 2009, it believes its cash position is adequate to accomplish its business plan through at least the next
twelve months even if billings remain unchanged and therefore has no plans to seek additional debt or equity financing or to issue additional shares previously registered in its available shelf registration.

On May 2, 2007, the Company entered into a Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank providing for a credit facility in the
form of a $3,000,000 secured revolving line of credit and a $1,000,000 term loan. The Loan Agreement was modified on December 17, 2007 and March 31, 2008 and was amended and restated on June 16, 2008. We may evaluate further operating or capital
lease opportunities to finance equipment purchases in the future and may utilize the Companys revolving line of credit to support working capital needs, if the Company deems it advisable to do so. While the Company anticipates limited use of
the line of credit and that it will be in compliance with all provisions of the agreement, there can be no assurance that the existing Loan Agreement will remain available to the Company nor that additional financing will be available or on terms
acceptable to the Company.



|4. | Credit Arrangements
|-- | -------------------

On May 2, 2007, the Company and its
wholly-owned subsidiary, Sonic Foundry Media Systems, Inc. (collectively, the Companies) entered into a Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank providing for a credit facility in the form of
a $3,000,000 secured revolving line of credit and a $1,000,000 term loan. The ability to borrow up to the maximum $3,000,000 amount of the revolving line of credit is determined by applying an applicable percentage to eligible accounts receivable,
which, following the Loan Amendment, is reduced by a reserve equal to the balance of the term loan. At September 30, 2008, there was $2.3 million available under this credit facility for advances. Until the recent amendment on June 16, 2008
(Amended Agreement), the revolving line of credit was to accrue interest at a per annum rate equal to the greater of (i) one percentage point (1%) above Silicon Valley Banks Prime Rate, or (ii) seven percent (7%).
The term loan accrues interest at a per annum rate equal to the greater of (i) one percent (1%) above Silicon Valley Banks Prime Rate, or (ii) eight and three quarters percent (8.75%). Interest on the revolving line of credit
and interest on the term loan is payable monthly. Until the Amended Agreement, the revolving line of credit matured in April 2009, at which time all outstanding borrowings and any unpaid interest thereon must be repaid, and all outstanding letters
of credit must be cash collateralized. Until the amended agreement, principal on the term loan was to be repaid in thirty-six (36) equal monthly installments, and will be repaid in full on May 1, 2010. At September 30, 2008, a balance
of $556 thousand was remaining on the term loan with no outstanding balance on the revolving line of credit.



53



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The annual principal payments are as follows:



|                           |  |   |    
|-------------------------- |  | - | ---
|Fiscal Year (in thousands) |  |  
|2009                       |  | $ | 333
|2010                       |  |   | 223
|                           |  |   |    
|Total                      |  | $ | 556
|                           |  |   |    

Until Amended Agreement, the Loan Agreement contained certain financial covenants, including a covenant requiring
the Companies to maintain certain of their depository, operating and securities accounts with Silicon Valley Bank, maintain a tangible net worth covenant, and maintain a ratio of quick assets to current liabilities minus deferred revenue. The Loan
Agreement also contains certain other restrictive loan covenants, including covenants limiting the Companies ability to dispose of assets, make acquisitions, be acquired, incur indebtedness, grant liens, make investments, pay dividends, and
repurchase stock.

The Loan Agreement contains events of default that include, among others, non-payment of principal or interest, inaccuracy of any
representation or warranty, violation of covenants, bankruptcy and insolvency events, material judgments, cross defaults to certain other indebtedness, and material adverse changes. The occurrence of an event of default could result in the
acceleration of the Companies obligations under the Loan Agreement.

Pursuant to the Loan Agreement, the Company and its wholly-owned subsidiary
pledged as collateral to the Bank substantially all non-intellectual property business assets, and entered into an Intellectual Property Security Agreement with respect to intellectual property assets.

On December 17, 2007, the Companies executed the First Loan Modification Agreement (the December 2007 Agreement) with Silicon Valley Bank.

The December 2007 Agreement, among other things, a) removed a sub-limit of maximum indebtedness under the revolving line of credit of $1,000,000 prior to completion
of a collateral audit; b) modified certain covenants including a reduction of the tangible net worth covenant as of September 30, 2007 from $8,000,000 to $5,500,000; and c) adjusted the definition of Eligible Accounts to, among other things,
(i) include certain international accounts up to a maximum of $750,000, (ii) adjust the concentration limit with respect to a certain Account Debtor and (iii) remove the ineligibility of accounts reflected in deferred revenue.

On March 31, 2008, the Companies entered into a letter agreement dated March 25, 2008 (the March 2008 Agreement) with Silicon Valley
Bank. The March 2008 Agreement reduced the tangible net worth covenant as of March 31, 2008 from $5,500,000 to $2,800,000, plus, in each case, fifty percent (50%) of the Companys net income and new equity or subordinated debt (as
defined).

On June 16, 2008, the Companies entered into the Amended Agreement with Silicon Valley Bank. Under the Amended Agreement, the revolving
line of credit will accrue interest at a per annum rate equal to the following: (i) during such period that Sonic Foundry maintains an Adjusted Quick Ratio (as defined) of greater than 2.00 to 1.00, the greater of one percentage point
(1.0%) above Silicon Valleys prime rate, or seven percent (7.0%); or (ii) during such period that Sonic Foundry maintains an Adjusted Quick Ratio equal to or less than 2.00 to 1.00, the greater of one and one-half percent
(1.5%) above Silicon Valleys prime rate, or seven and one-half percent (7.5%). Under the Amended Agreement, the term loan will continue to accrue interest at a per annum rate equal to the greater of (i) one percentage point
(1.0%) above Silicon Valleys prime rate; or (ii) eight and three quarters percent (8.75%). Further, under the Amended Agreement, (i) the tangible net worth covenant has been removed, (ii) a covenant relating to EBITDA
(EBITDA Covenant) has been added; however, the EBITDA Covenant will not have to be satisfied provided that Sonic Foundry maintains an Adjusted Quick Ratio (as defined) greater than or equal to 1.75 to 1.00; (iii) a reserve equal to
the outstanding balance of the term loan will apply against borrowing availability during each (6) six-month period the Company maintains less than $200,000 of EBITDA; and (iv) the maturity of both the term loan and the revolving line of
credit was extended to June 1, 2010. At September 30, 2008 the Company was in compliance with all covenants in the Amended Agreement.



54



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|5. | Common Stock Warrants
|-- | ---------------------

The Company has issued restricted common
stock purchase warrants to various consultants and other third parties. Each warrant represents the right to purchase one share of common stock. All warrants are currently exercisable. The Company granted 7,500 warrants in fiscal 2008 with a
weighted average fair value of $2.35.



|                |  |                                           |  |                
|--------------- |  | ----------------------------------------- |  | ---------------
|Exercise Prices |  | Warrants Outstanding atSeptember 30, 2008 |  | Expiration Date
|                | 
|$ 0.99 to 1.81  |  | 424,508                                   |  | 2008 to 2011   
|2.11 to 3.71    |  | 133,000                                   |  | 2009 to 2017   
|11.23           |  | 8,900                                     |  | 2010           
|                |  |                                           |  |                
|                |  | 566,408                                   |  |                
|                |  |                                           |  |                



|6. | Stock Options and Employee Stock Purchase Plan
|-- | ----------------------------------------------

The Company
maintains a qualified employee stock option plan under which the Company may grant options to acquire up to 7.0 million shares of common stock. The Company also maintains a non-qualified plan under which 3.8 million shares of common stock
can be issued and a non-employee directors' stock option plan under which 500 thousand shares of common stock may be issued to non-employee directors. In addition, the Company has 640 thousand options outstanding pursuant to a previous
non-employee directors stock option plan. Each non-employee director who is re-elected or who is continuing as a member of the Board of Directors on the annual meeting date and on each subsequent meeting of stockholders is granted options to
purchase 20 thousand shares of common stock.

Each option entitles the holder to purchase one share of common stock at the specified option price. The
exercise price of each option granted under the plans was set at the market price of the Company's common stock at the close of trading on the respective grant date. Options vest at various intervals and expire at the earlier of termination of
employment, discontinuance of service on the board of directors, ten years from the grant date or at such times as are set by the Company at the date of grant.

The number of shares available for grant under these plans at September 30 is as follows:



|                                                 |  |                          |   |  |                               |   |  |                            |  
|------------------------------------------------ |  | ------------------------ | - |  | ----------------------------- | - |  | -------------------------- | -
|                                                 |  | EmployeeStock OptionPlan |   |  | Non-QualifiedStock OptionPlan |   |  | Director StockOption Plans |  
|Shares available for grant at September 30, 2005 |  | 2,868,648                |   |  | 603,475                       |   |  | 300,000                    |  
|Options granted                                  |  | (612,000                 | ) |  | (99,000                       | ) |  | (100,000                   | )
|Options forfeited                                |  | 260,001                  |   |  | 255,000                       |   |  |                           |  
|                                                 |  |                          |   |  |                               |   |  |                            |  
|Shares available for grant at September 30, 2006 |  | 2,516,649                |   |  | 759,475                       |   |  | 200,000                    |  
|Options granted                                  |  | (488,334                 | ) |  | (35,751                       | ) |  | (100,000                   | )
|Options forfeited                                |  | 132,001                  |   |  | 1,768                         |   |  |                           |  
|                                                 |  |                          |   |  |                               |   |  |                            |  
|Shares available for grant at September 30, 2007 |  | 2,160,316                |   |  | 725,492                       |   |  | 100,000                    |  
|Shareholder approval of 2008 Director Plan       |  |                         |   |  |                              |   |  | 500,000                    |  
|Options granted                                  |  | (1,870,750               | ) |  | (705,500                      | ) |  | (100,000                   | )
|Options forfeited                                |  | 863,761                  |   |  | 200,000                       |   |  | 40,000                     |  
|Options remaining at expiration of plan          |  |                         |   |  |                              |   |  | (140,000                   | )
|                                                 |  |                          |   |  |                               |   |  |                            |  
|Shares available for grant at September 30, 2008 |  | 1,153,327                |   |  | 219,992                       |   |  | 400,000                    |  
|                                                 |  |                          |   |  |                               |   |  |                            |  



55



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The following table summarizes information with respect to outstanding stock options.



|                                                               |  |                           |            |      |                              |      |         |  |   |                              |   |         |   |      |                              |   |           |   |  |   |     
|-------------------------------------------------------------- |  | ------------------------- | ---------- | ---- | ---------------------------- | ---- | ------- |  | - | ---------------------------- | - | ------- | - | ---- | ---------------------------- | - | --------- | - |  | - | ----
|                                                               |  | Years Ended September 30,
|                                                               |  | 2008                      |            | 2007 |                              | 2006
|                                                               |  | Options                   |            |      | WeightedAverageExercisePrice |      | Options |  |   | WeightedAverageExercisePrice |   | Options |   |      | WeightedAverageExercisePrice
|Outstanding at beginning of year                               |  |                           | 4,712,322  |      |                              | $    | 2.41    |  |   | 4,602,174                    |   |         | $ | 2.17 |                              |   | 4,587,764 |   |  | $ | 2.28
|Granted                                                        |  |                           | 2,676,250  |      |                              |      | 1.15    |  |   | 624,085                      |   |         |   | 3.49 |                              |   | 811,000   |   |  |   | 1.51
|Exercised                                                      |  |                           | (44,334    | )    |                              |      | 0.69    |  |   | (380,168                     | ) |         |   | 1.37 |                              |   | (281,589  | ) |  |   | 0.99
|Forfeited                                                      |  |                           | (1,103,761 | )    |                              |      | 1.91    |  |   | (133,769                     | ) |         |   | 2.40 |                              |   | (515,001  | ) |  |   | 2.74
|                                                               |  |                           |            |      |                              |      |         |  |   |                              |   |         |   |      |                              |   |           |   |  |   |     
|Outstanding at end of year                                     |  |                           | 6,240,477  |      |                              | $    | 2.05    |  |   | 4,712,322                    |   |         | $ | 2.41 |                              |   | 4,602,174 |   |  | $ | 2.17
|                                                               |  |                           |            |      |                              |      |         |  |   |                              |   |         |   |      |                              |   |           |   |  |   |     
|Exercisable at end of year                                     |  |                           | 4,268,029  |      |                              |      |         |  |   | 3,639,128                    |   |         |   |      |                              |   | 3,477,660 |   |  |   |     
|                                                               |  |                           |            |      |                              |      |         |  |   |                              |   |         |   |      |                              |   |           |   |  |   |     
|Weighted average fair value of options granted during the year |  | $                         | 0.55       |      |                              |      |         |  | $ | 1.86                         |   |         |   |      |                              | $ | 0.82      |   |  |   |     
|                                                               |  |                           |            |      |                              |      |         |  |   |                              |   |         |   |      |                              |   |           |   |  |   |     

The options outstanding at September 30, 2008 have been segregated into six ranges for additional disclosure
as follows:



|                |  |                                        |  |                                         |  |                              |       |                                        |           |                              |   |      
|--------------- |  | -------------------------------------- |  | --------------------------------------- |  | ---------------------------- | ----- | -------------------------------------- | --------- | ---------------------------- | - | -----
|                |  | Options Outstanding                    |  | Options Exercisable                    
|Exercise Prices |  | OptionsOutstanding atSeptember 30,2008 |  | WeightedAverageRemainingContractualLife |  | WeightedAverageExercisePrice |       | OptionsExercisable atSeptember 30,2008 |           | WeightedAverageExercisePrice
|$ 0.42 to $0.99 |  | 1,189,250                              |  | 8.2                                     |  | $                            | 0.68  |                                        | 302,083   |                              | $ | 0.46 
|1.00 to 1.94    |  | 4,162,369                              |  | 5.0                                     |  |                              | 1.32  |                                        | 3,318,607 |                              |   | 1.26 
|2.00 to 2.90    |  | 271,750                                |  | 7.1                                     |  |                              | 2.28  |                                        | 143,578   |                              |   | 2.22 
|3.00 to 3.95    |  | 354,666                                |  | 6.1                                     |  |                              | 3.71  |                                        | 257,322   |                              |   | 3.71 
|4.00 to 6.61    |  | 200,942                                |  | 2.6                                     |  |                              | 4.62  |                                        | 184,939   |                              |   | 4.67 
|15.50 to 59.88  |  | 61,500                                 |  | 1.5                                     |  |                              | 58.80 |                                        | 61,500    |                              |   | 58.80
|                |  |                                        |  |                                         |  |                              |       |                                        |           |                              |   |      
|                |  | 6,240,477                              |  |                                         |  |                              |       |                                        | 4,268,029 |                              |   |      
|                |  |                                        |  |                                         |  |                              |       |                                        |           |                              |   |      

As of September 30, 2008, there was $645 thousand of total unrecognized compensation cost related to
non-vested share-based compensation, net of $265 thousand of estimated forfeitures. The cost is expected to be recognized over a weighted-average life of 1.5 years.



56



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



A summary of the status of the companys non-vested shares as of September 30, 2008 and for the year then
ended is presented below:



|                                        |  |            |   |  |                                      |     
|--------------------------------------- |  | ---------- | - |  | ------------------------------------ | ----
|                                        |  | Shares     |   |  | Weighted AverageGrant DateFair Value
|Non-vested shares at October 1, 2007    |  | 1,073,194  |   |  | $                                    | 1.41
|Granted                                 |  | 2,676,250  |   |  |                                      | 0.55
|Vested                                  |  | (1,093,819 | ) |  |                                      | 0.70
|Forfeited                               |  | (683,177   | ) |  |                                      | 1.06
|                                        |  |            |   |  |                                      |     
|Non-vested shares at September 30, 2008 |  | 1,972,448  |   |  | $                                    | 0.77
|                                        |  |            |   |  |                                      |     

Stock-based compensation recorded in the year ended September 30, 2008 of $639 thousand was allocated $352
thousand to selling and marketing expenses, $90 thousand to general and administrative expenses and $197 thousand to product development expenses. Stock-based compensation recorded in the year ended September 30, 2007 of $784 thousand was
allocated $504 thousand to selling and marketing expenses, $107 thousand to general and administrative expenses and $173 thousand to product development expenses. Cash received from option exercises under all stock option plans for the years ended
September 30, 2008 and 2007 was $30 thousand and $280 thousand, respectively. There were no tax benefits realized for tax deductions from option exercises for the years ended September 30, 2008 and 2007. The Company currently expects
to satisfy share-based awards with registered shares available to be issued.



|7. | Income Taxes
|-- | ------------

Income tax expense (benefit) consists of the
following (in thousands):



|                                      |  |                           |        |   |      |   |        |      |  |   |        |  
|------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                      |  | Years Ended September 30, |       
|                                      |  | 2008                      |        |   | 2007 |   |        | 2006 | 
|Federal income tax                    |  | $                         |       |   |      | $ |       |      |  | $ |       |  
|Deferred income tax expense (benefit) |  |                           | (3,079 | ) |      |   | (2,585 | )    |  |   | (1,522 | )
|Change in valuation allowance         |  |                           | 3,079  |   |      |   | 2,585  |      |  |   | 1,522  |  
|                                      |  |                           |        |   |      |   |        |      |  |   |        |  
|Income tax expense (benefit)          |  | $                         |       |   |      | $ |       |      |  | $ |       |  
|                                      |  |                           |        |   |      |   |        |      |  |   |        |  

The reconciliation of income tax expense (benefit) computed at the U.S. federal statutory rate to income tax
expense (benefit) is as follows (in thousands):



|                                                           |  |                           |        |   |      |   |        |      |  |   |        |  
|---------------------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                           |  | Years Ended September 30, |       
|                                                           |  | 2008                      |        |   | 2007 |   |        | 2006 | 
|Income tax expense (benefit) at U.S. statutory rate of 34% |  | $                         | (2,677 | ) |      | $ | (2,166 | )    |  | $ | (1,184 | )
|State income tax expense (benefit)                         |  |                           | (409   | ) |      |   | (331   | )    |  |   | (174   | )
|Permanent differences, net                                 |  |                           | 19     |   |      |   | (59    | )    |  |   | (70    | )
|Adjustment of temporary differences to income tax returns  |  |                           | (12    | ) |      |   | (29    | )    |  |   | (94    | )
|Change in valuation allowance                              |  |                           | 3,079  |   |      |   | 2,585  |      |  |   | 1,522  |  
|                                                           |  |                           |        |   |      |   |        |      |  |   |        |  
|Income tax benefit                                         |  | $                         |       |   |      | $ |       |      |  | $ |       |  
|                                                           |  |                           |        |   |      |   |        |      |  |   |        |  



57



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



The significant components of the deferred tax accounts recognized for financial reporting purposes are as follows
(in thousands):



|                                               |  |               |         |   |      |   |         |  
|---------------------------------------------- |  | ------------- | ------- | - | ---- | - | ------- | -
|                                               |  | September 30, |        
|                                               |  | 2008          |         |   | 2007 |  
|Deferred tax assets:                           |  |               |         |   |      |   |         |  
|Net operating loss and other carryforwards     |  | $             | 33,750  |   |      | $ | 30,666  |  
|Common stock warrants                          |  |               | 1,769   |   |      |   | 1,520   |  
|Allowance for doubtful accounts                |  |               | 59      |   |      |   | 105     |  
|Other                                          |  |               | 67      |   |      |   | 19      |  
|                                               |  |               |         |   |      |   |         |  
|Total deferred tax assets                      |  |               | 35,645  |   |      |   | 32,310  |  
|                                               |  |              
|Deferred tax liabilities:                      |  |               |         |   |      |   |         |  
|Amortization of goodwill and other intangibles |  |               | (1,108  | ) |      |   | (852    | )
|                                               |  |               |         |   |      |   |         |  
|Net deferred tax liabilities                   |  |               | (1,108  | ) |      |   | (852    | )
|Valuation allowance                            |  |               | (34,537 | ) |      |   | (31,458 | )
|                                               |  |               |         |   |      |   |         |  
|Net deferred tax assets                        |  | $             |        |   |      | $ |        |  
|                                               |  |               |         |   |      |   |         |  

At September 30, 2008, the Company had net operating loss carryforwards of approximately $85 million for both
U.S. Federal and state tax purposes, which expire in varying amounts between 2013 and 2028. Utilization of the Companys net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the
Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss carryforwards before utilization. In addition, the Company has research and development tax credit carryforwards
of approximately $561 thousand, which expire in varying amounts beginning 2011. The Companys net deferred tax asset has been offset by a valuation allowance of the same amount. The valuation allowance has been recorded due to the uncertainty
of realization of the deferred tax asset.

In June 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation
(FIN 48) No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entitys financial statements in
accordance with SFAS No. 109, Accounting for Income Taxes, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the
impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be
recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company adopted the provisions of FIN 48 on October 1, 2007. The total amount of unrecognized tax benefits as of the date of adoption was not significant. As
such, there are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.

The Companys
practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accruals for interest and penalties on the Companys Balance Sheets at September 30, 2008 and 2007, and has not
recognized any interest or penalties in the Statement of Operations for the years ended September 30, 2008, 2007, or 2006.

The Company is subject to
taxation in the U.S. and various state jurisdictions. All of the Companys tax years are subject to examination by the U.S. and state tax authorities due to the carryforward of unutilized net operating losses.



58



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|8. | Savings Plan
|-- | ------------

The Companys defined contribution 401(k)
savings plan covers substantially all employees meeting certain minimum eligibility requirements. Participating employees can elect to defer a portion of their compensation and contribute it to the plan on a pretax basis. The Company may also match
certain amounts and/or provide additional discretionary contributions, as defined. The Company made discretionary contributions of $293, $260 and $168 thousand during the years ended September 30, 2008, 2007 and 2006, respectively.

In March 2008, the Companys stockholders approved the 2008 Sonic Foundry Employee Stock Purchase Plan (Stock Purchase Plan), which allows for the issuance of
500 thousand shares of common stock. There were no shares issued under the plan for the year ended September 30, 2008. All employees of the Company who have completed ninety days of employment are eligible to participate in the Stock
Purchase Plan, provided the employee would not hold 5% or more of the total combined voting power or value of the Company. Shares may be purchased at the end of a specified period at the lower of 85% of the market value at the beginning or the end
of the specified period through accumulation of payroll deductions.



|9. | Related-Party Transactions
|-- | --------------------------

The Company incurred fees of $249, $241
and $153 thousand during the years ended September 30, 2008, 2007 and 2006, respectively, to a law firm whose partner is a director and stockholder of the Company. The Company had accrued liabilities for unbilled services of $86 thousand at
September 30, 2007 to the same law firm. There were no unbilled services at September 30, 2008.

The Company recorded Mediasite product and
customer support revenue related to $580, $583 and $602 thousand of billings during the years ended September 30, 2008, 2007 and 2006 to Mediasite KK, a Japanese reseller in which the Company has an equity interest. Mediasite KK owed the
Company $108 and $132 thousand on such billings at September 30, 2008 and 2007, respectively.

During 2007, the Company entered into two transactions
with an entity in which a member of the Companys Board of Directors is a significant shareholder. The transactions included billings of $236 thousand for the Companys products and services in exchange for advertising services. The
Company recognized $137 thousand of revenue during the year ended September 30, 2007 and deferred $99 thousand of revenue at September 30, 2007. The deferral was recognized in full in 2008. No sales were recorded during the years ended
September 30, 2008 and 2006.

During the years ended September 30, 2008, 2007 and 2006, the Company had a loan outstanding to an executive
totaling $26. The loan is collateralized by company stock.



|10. | Goodwill and Other Intangible Assets
|--- | ------------------------------------

The Company accounts for
goodwill and other intangible assets in accordance with SFAS No. 142 Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill and intangible assets that have indefinite useful lives not be amortized but, instead, tested at
least annually for impairment. We assess the impairment of goodwill and capitalized software development costs on an annual basis or whenever events or changes in circumstances indicate that the fair value of these assets is less than the carrying
value.

If we determine that the fair value of goodwill is less than its carrying value, based upon the annual test or the existence of impairment, we
would then measure impairment based on a comparison of the implied fair value of goodwill with the carrying amount of goodwill. To the extent the carrying amount of goodwill is greater than the implied fair value of goodwill, we would record an
impairment charge for the difference.



59



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



On July 1, 2008, the Company performed its annual goodwill impairment test and tested goodwill recognized in
connection with the acquisition of Mediasite and determined it was not impaired. Subsequent impairment charges for Mediasite or other acquisitions, if any, will be reflected as an operating expense in the statement of operations.

The following tables present details of the Companys total intangible assets at September 30, 2008 and 2007:



|                         |  |             |  |       |       |                                             |   |                             |  |   |      
|------------------------ |  | ----------- |  | ----- | ----- | ------------------------------------------- | - | --------------------------- |  | - | -----
|(in thousands)           |  | Life(years) |  | Gross |       | AccumulatedAmortization atSeptember 30,2008 |   | Balance atSeptember 30,2008
|Amortizable:             |  |             |  |       |       |                                             |   |                             |  |   |      
|Loan origination fees    |  | 3           |  | $     | 40    |                                             | $ | 19                          |  | $ | 21   
|                         |  |             |  |       |       |                                             |   |                             |  |   |      
|                         |  |             |  |       | 40    |                                             |   | 19                          |  |   | 21   
|Non-amortizable goodwill |  |             |  |       | 7,576 |                                             |   |                            |  |   | 7,576
|                         |  |             |  |       |       |                                             |   |                             |  |   |      
|Total                    |  |             |  | $     | 7,616 |                                             | $ | 19                          |  | $ | 7,597
|                         |  |             |  |       |       |                                             |   |                             |  |   |      



|                         |  |             |  |       |       |                                             |   |                             |  |   |      
|------------------------ |  | ----------- |  | ----- | ----- | ------------------------------------------- | - | --------------------------- |  | - | -----
|(in thousands)           |  | Life(years) |  | Gross |       | AccumulatedAmortization atSeptember 30,2007 |   | Balance atSeptember 30,2007
|Amortizable:             |  |             |  |       |       |                                             |   |                             |  |   |      
|Loan origination fees    |  | 3           |  | $     | 40    |                                             | $ | 6                           |  | $ | 34   
|                         |  |             |  |       |       |                                             |   |                             |  |   |      
|                         |  |             |  |       | 40    |                                             |   | 6                           |  |   | 34   
|Non-amortizable goodwill |  |             |  |       | 7,576 |                                             |   |                            |  |   | 7,576
|                         |  |             |  |       |       |                                             |   |                             |  |   |      
|Total                    |  |             |  | $     | 7,616 |                                             | $ | 6                           |  | $ | 7,610
|                         |  |             |  |       |       |                                             |   |                             |  |   |      



|11. | Segment Information
|--- | -------------------

The Company has determined that it operates in
only one segment in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131) as it does not disaggregate profit and loss information on a segment basis for internal management reporting
purposes to its chief operating decision maker.

The Companys long-lived assets maintained outside the United States are insignificant.

The following summarizes revenue by geographic region (in thousands):



|              |  |                           |        |      |   |        |  |   |       
|------------- |  | ------------------------- | ------ | ---- | - | ------ |  | - | ------
|              |  | Years Ended September 30,
|              |  | 2008                      |        | 2007 |   | 2006  
|United States |  | $                         | 12,599 |      | $ | 14,400 |  | $ | 10,481
|Europe        |  |                           | 1,676  |      |   | 1,062  |  |   | 911   
|Asia          |  |                           | 626    |      |   | 674    |  |   | 640   
|Other         |  |                           | 700    |      |   | 601    |  |   | 532   
|              |  |                           |        |      |   |        |  |   |       
|Total         |  | $                         | 15,601 |      | $ | 16,737 |  | $ | 12,564
|              |  |                           |        |      |   |        |  |   |       



60



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|12. | Customer Concentration
|--- | ----------------------

In the fiscal year ended September 30,
2008 and 2007, one distributor represented 44% and 46% of total billings, with no other customer representing more than 10% in 2008, 2007, or 2006.



|13. | Quarterly Financial Data (unaudited)
|--- | ------------------------------------

The following table sets
forth selected quarterly financial information for the years ended September 30, 2008 and 2007. The operating results are not necessarily indicative of results for any future period.



|                                     |  |                          |        |   |        |   |       |        |  |   |        |   |  |        |        |   |        |   |        |        |  |   |        |   |  |   |        |   |  |   |        |  
|------------------------------------ |  | ------------------------ | ------ | - | ------ | - | ----- | ------ |  | - | ------ | - |  | ------ | ------ | - | ------ | - | ------ | ------ |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                     |  | Quarterly Financial Data |       
|(in thousands except per share data) |  | Q4-08                   |        |   | Q3-08 |   |       | Q2-08 |  |   | Q1-08 |   |  | Q4-07 |        |   | Q3-07 |   |        | Q2-07 |  |   | Q1-07 |  
|Revenue                              |  |                          | 4,065  |   |        | $ | 5,087 |        |  | $ | 3,929  |   |  | $      | 2,520  |   |        | $ | 4,741  |        |  | $ | 4,702  |   |  | $ | 3,821  |   |  | $ | 3,473  |  
|Gross margin                         |  |                          | 2,940  |   |        |   | 3,783 |        |  |   | 2,775  |   |  |        | 1,898  |   |        |   | 3,498  |        |  |   | 3,476  |   |  |   | 2,930  |   |  |   | 2,700  |  
|Loss from operations                 |  |                          | (1,218 | ) |        |   | (820  | )      |  |   | (2,273 | ) |  |        | (3,572 | ) |        |   | (1,479 | )      |  |   | (1,667 | ) |  |   | (2,023 | ) |  |   | (1,449 | )
|Net loss                             |  |                          | (1,226 | ) |        |   | (829  | )      |  |   | (2,278 | ) |  |        | (3,540 | ) |        |   | (1,439 | )      |  |   | (1,590 | ) |  |   | (1,912 | ) |  |   | (1,429 | )
|Basic and diluted net loss per share |  | $                        | (0.03  | ) |        | $ | (0.02 | )      |  | $ | (0.06  | ) |  | $      | (0.10  | ) |        | $ | (0.04  | )      |  | $ | (0.04  | ) |  | $ | (0.05  | ) |  | $ | (0.04  | )



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Controls and Procedures

Based on evaluations as of the end of the period covered by this report, our principal executive officer and principal financial officer, with the
participation of our management team, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e), and 15d-15(e) under the Securities Exchange Act) were effective.

Limitations on the effectiveness of Controls and Permitted Omission from Managements Assessment

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the
circumvention or overriding of controls. Accordingly, even effective internal controls can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).



61



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



Under the supervision and with the participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission.

Based on this evaluation, our management believes that, as of September 30, 2008, our internal control over financial
reporting was effective based on those criteria.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, we have not made any change to our internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|-------- | -------------------------------------------------------

The
information required by Item 10 of Form 10-K with respect to directors and executive officers is incorporated herein by reference to the information contained in the section entitled Proposal One: Election of Directors and
Executive Officers of Sonic, respectively, in the Companys definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the Companys 2008 Annual Meeting
of Stockholders, which will be filed no later than January 28, 2009 (the Proxy Statement).

Item 405 of Regulation S-K calls for
disclosure of any known late filings or failure by an insider to file a report required by Section 16(a) of the Securities Act. This information is contained in the Section entitled Section 16(a) Beneficial Ownership Reporting
Compliance in the Proxy Statement and is incorporated herein by reference.

Item 401 of Regulation S-K calls for disclosure of whether or not
the Company has a financial expert serving on the audit committee of its Board of Directors, and if so who that individual is. This information is contained in the Section entitled Meetings and Committees of Directors in the Proxy
Statement and is incorporated herein by reference.

Item 407 of Regulation S-K calls for disclosure of whether or not the Company has an audit
committee and a financial expert serving on the audit committee of the Board of Directors, and if so, who that individual is. Item 407 also requires disclosure regarding the Companys nominating committee and the director nomination
process. This information is contained in the section entitled Meetings and Committees of Directors in the Proxy Statement and is incorporated herein by reference.

Sonic Foundry has adopted a code of ethics that applies to all officers and employees, including Sonic Foundrys principal executive officer, its principal financial officer, and persons performing similar
functions. This code of ethics is available, without charge, to any investor who requests it. Request should be addressed in writing to Mr. Kenneth A. Minor, Corporate Secretary, 222 West Washington Avenue, Madison, Wisconsin 53703.



62



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by Item 11 of
Form 10-K is incorporated herein by reference to the information contained in the sections entitled Directors Compensation, Executive Compensation and Related Information and Compensation Committee Interlocks and
Insider Participation in the Proxy Statement.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information required by Item 12 of Form 10-K is incorporated herein by reference to the information contained in the sections entitled Security Ownership of Certain Beneficial Owners and
Management in the Proxy Statement. Information related to equity compensation plan is set forth in Item 5 herein.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS , AND DIRECTOR INDEPENDENCE
|-------- | --------------------------------------------------------------------------

The information required by Item 13 of Form 10-K is incorporated herein by reference to the information contained in the section entitled Certain Transactions and Meetings and Committees of Directors in the
Proxy Statement.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The information required by
Item 14 of Form 10-K is incorporated herein by reference to the information contained in the section entitled Ratification of Appointment of Independent Auditors  Fiscal 2007 and 2008 Audit Fee Summary in the Proxy Statement.



63



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



| | (a) | The following financial statements are filed as part of this report:
| | --- | --------------------------------------------------------------------



| | 1. | Financial Statements furnished are listed in the Table of Contents provided in response to Item 8.
| | -- | --------------------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedule II of the Company is included in this Report. All other Financial Statement Schedules have been omitted since they are either not required, not
applicable or the information is otherwise included in the financial statements.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits.
| | -- | ---------



|      |  |                                                                                                                                                                                                                                                                                                                                   
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1   |  | Amended and Restated Articles of Incorporation of the Registrant, filed as Exhibit No. 3.1 to the Annual Report on Form 10-K for the year ended September 30, 2006 and hereby incorporated by
reference.                                                                                                                          
|      | 
|3.2   |  | Amended and Restated By-Laws of the Registrant, filed as Exhibit No. 3.1 to Form 8-K filed on December 19, 2007, and hereby incorporated by reference.                                                                                                                                                                            
|      | 
|10.1* |  | Registrants 1995 Stock Option Plan, as amended, filed as Exhibit No. 4.1 to the Registration Statement on Form S-8 on September 8, 2000, and hereby incorporated by
reference.                                                                                                                                                   
|      | 
|10.2* |  | Employment Agreement between Registrant and Rimas Buinevicius dated as of January 1, 2001, filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2000, and
hereby incorporated by reference.                                                                                              
|      | 
|10.3* |  | Employment Agreement between Registrant and Monty R. Schmidt dated as of January 1, 2001, filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2000, and
hereby incorporated by reference.                                                                                               
|      | 
|10.4* |  | Registrants Amended 1999 Non-Qualified Plan, filed as Exhibit 4.1 to Form S-8 on December 21, 2001, and hereby incorporated by reference.                                                                                                                                                                                        
|      | 
|10.5  |  | Commercial Lease between West Washington Associates LLC and Sonic Foundry, Inc. regarding 222 West Washington Ave., Suite 775, Madison, WI, dated August 1, 2003 filed as Exhibit 10.21 to Form
10-K filed on December 23, 2003 and hereby incorporated by reference.                                                             
|      | 
|10.6  |  | Amendments to Commercial Lease between West Washington Associates LLC and Sonic Foundry, Inc. regarding 222 West Washington Ave., Suite 775, Madison, WI, dated May 17, 2006 and June 5, 2006,
filed as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended September 30, 2006 and hereby incorporated by reference.
|      | 
|10.7  |  | Loan and Security Agreement dated May 2, 2007, between Sonic Foundry, Inc. Sonic Foundry Media Systems, Inc. and Silicon Valley Bank filed as Exhibit 10.1 to Form 8-K on May 7, 2007, and hereby
incorporated by reference.                                                                                                      
|      | 
|10.8  |  | Intellectual Property Security Agreement dated May 2, 2007, between Sonic Foundry, Inc. and Silicon Valley Bank filed as Exhibit 10.2 to Form 8-K on May 7, 2007, and hereby incorporated by
reference.                                                                                                                           



64



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



|      |  |                                                                                                                                                                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |  | Intellectual Property Security Agreement dated May 2, 2007, between Sonic Foundry Media Systems, Inc. and Silicon Valley Bank filed as Exhibit 10.3 to Form 8-K on May 7, 2007, and
hereby incorporated by reference.                                                                  
|      | 
|10.10 |  | Underwriting Agreement dated as of December 20, 2006 between Sonic Foundry, Inc. and Robert W. Baird & Co., filed as Exhibit 10.1 to Form 8-K filed on December 22, 2006, and hereby
incorporated by reference.                                                                        
|      | 
|10.11 |  | Employment Agreement dated October 31, 2007 between Sonic Foundry, Inc. and Kenneth A. Minor, filed as Exhibit 10.1 to Form 8-K filed on November 2, 2007, and hereby incorporated by reference.                                                                                       
|      | 
|10.12 |  | Employment Agreement dated October 31, 2007 between Sonic Foundry, Inc. and Darrin T. Coulson, filed as Exhibit 10.2 to Form 8-K filed on November 2, 2007, and hereby incorporated by reference.                                                                                      
|      | 
|10.13 |  | First Loan Modification Agreement entered into as of December 19, 2007, among Sonic Foundry, Inc., Sonic Foundry Media Systems, Inc. and Silicon Valley Bank, filed as Exhibit 10.1 to Form 8-K
filed on December 21, 2007, and hereby incorporated by reference.                      
|      | 
|10.14 |  | Letter Agreement entered into as of March 25, 2008, among Sonic Foundry, Inc., Sonic Foundry Media Systems, Inc. and Silicon Valley Bank, filed as Exhibit 10.1 to Form 8-K filed on April 1,
2008, and hereby incorporated by reference.                                              
|      | 
|10.15 |  | Amended and Restated Loan and Security Agreement dated June 16, 2008 and entered into as of June 16, 2008 among registrant, Sonic Foundry Media Services, Inc. and Silicon Valley Bank, filed as
exhibit 10.1 to Form 8-K filed on June 20, 2008, and hereby incorporated by reference.
|      | 
|10.16 |  | Employment Agreement dated August 4, 2008 between Sonic Foundry, Inc. and Robert M. Lipps, filed as Exhibit 10.1 to Form 8-K filed on August 6, 2008, and hereby incorporated by
reference.                                                                                            
|      | 
|21    |  | List of Subsidiaries                                                                                                                                                                                                                                                                   
|      | 
|23    |  | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm                                                                                                                                                                                                           
|      | 
|31.1  |  | Section 302 Certification of Chief Executive Officer                                                                                                                                                                                                                                   
|      | 
|31.2  |  | Section 302 Certification of Chief Financial Officer                                                                                                                                                                                                                                   
|      | 
|32    |  | Section 906 Certification of Chief Executive Officer and Chief Financial Officer                                                                                                                                                                                                       



|* | Compensatory Plan or Arrangement
|- | --------------------------------



| | (b) | Exhibits  See exhibit index in Item 15(a)3 of this Report.
| | --- | -----------------------------------------------------------



| | (c) | Financial Statement Schedule  see Item 15(a)2 of this Report
| | --- | -------------------------------------------------------------



65



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sonic Foundry, Inc.

(Registrant)



|      |  |                                     
|----- |  | ------------------------------------
|By:   |  | /s/ Rimas P. Buinevicius            
|      |  | Rimas P. Buinevicius                
|      |  | Chairman and Chief Executive Officer
|      | 
|Date: |  | December 5, 2008                    

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
by the following persons in the capacities and on the dates indicated.



|                            |  |                                       |  |                 
|--------------------------- |  | ------------------------------------- |  | ----------------
|Signature                   |  | Title                                 |  | Date            
|                            |  |                                      
|/s/ Rimas P. Buinevicius    |  | Chairman and Chief Executive Officer  |  | December 5, 2008
|                            |  |                                      
|/s/ Monty R. Schmidt        |  | Chief Technology Officer and Director |  | December 5, 2008
|                            |  |                                      
|/s/ Kenneth A. Minor        |  | Chief Financial Officer and Secretary |  | December 5, 2008
|                            |  |                                      
|/s/ Frederick H. Kopko, Jr. |  | Director                              |  | December 5, 2008
|                            |  |                                      
|/s/ Arnold B. Pollard       |  | Director                              |  | December 5, 2008
|                            |  |                                      
|/s/ David C. Kleinman       |  | Director                              |  | December 5, 2008
|                            |  |                                      
|/s/ Paul S. Peercy          |  | Director                              |  | December 5, 2008
|                            |  |                                      
|/s/ Gary R. Weis            |  | Director                              |  | December 5, 2008



66



---

##### Table of Contents

Sonic Foundry, Inc.

Annual Report on Form 10-K

For the Year Ended September 30, 2008



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)



|                              |  |                              |     |                              |   |            |  |                        |     |  |   |    
|----------------------------- |  | ---------------------------- | --- | ---------------------------- | - | ---------- |  | ---------------------- | --- |  | - | ---
|                              |  |                              |     | Additions                    |   | Deductions |  |                       
|                              |  | Balance atBeginning ofPeriod |     | Charged to Costsand Expenses |   | Write-offs |  | Balance atEnd ofPeriod
|Year ended September 30, 2008 |  |                              |     |                              |   |            |  |                        |     |  |   |    
|Accounts receivable reserve   |  | $                            | 270 |                              | $ | 7          |  | $                      | 127 |  | $ | 150
|                              |  |                              |     |                              |   |            |  |                        |     |  |   |    
|Year ended September 30, 2007 |  |                              |     |                              |   |            |  |                        |     |  |   |    
|Accounts receivable reserve   |  | $                            | 160 |                              | $ | 175        |  | $                      | 65  |  | $ | 270
|                              |  |                              |     |                              |   |            |  |                        |     |  |   |    
|Year ended September 30, 2006 |  |                              |     |                              |   |            |  |                        |     |  |   |    
|Accounts receivable reserve   |  | $                            | 115 |                              | $ | 72         |  | $                      | 27  |  | $ | 160
|                              |  |                              |     |                              |   |            |  |                        |     |  |   |    



67